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The Company adopted ASU 2023-09 prospectively effective January 1, 2025. Prior periods have not been adjusted, and tax credits were not separately disclosed in 2024 and 2023. Fair value is generally based on appraisals of the underlying collateral. Based on prompt corrective action provisions State taxes in West Virginia made up the majority (greater than 50 percent) of the tax effect in this category. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-19297

   
 

FIRST COMMUNITY BANKSHARES, INC.

 
 

(Exact name of registrant as specified in its charter)

 

 

Virginia

 

55-0694814

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

P.O. Box 989

Bluefield, Virginia 24605-0989

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (276) 326-9000

   

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbols

 

Name of each exchange on which registered

Common Stock, $1.00 par value

 

FCBC

 

NASDAQ Global Select

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☑ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☑ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer
Non-accelerated filer ☐ Smaller reporting company
  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).  ☐ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☑ No

As of June 30, 2025, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates was $509.45 million.

 

As of  February 27, 2026, there were 19,075,028 shares outstanding of the registrant’s Common Stock, $1.00 par value.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2026, are incorporated by reference in Part III of this Form 10-K.

 

 

 

 

 
 

FIRST COMMUNITY BANKSHARES, INC.

2025 FORM 10-K

INDEX

 

   

Page

PART I

   
     

Item 1.

Business.

4

Item 1A.

Risk Factors.

11

Item 1B.

Unresolved Staff Comments.

17
Item 1C. Cybersecurity 17

Item 2.

Properties.

18

Item 3.

Legal Proceedings.

18

Item 4.

Mine Safety Disclosures.

18
     

PART II

   
     

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

18

Item 6.

[Reserved] 19

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

20

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

37

Item 8.

Financial Statements and Supplementary Data.

38

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

92

Item 9A.

Controls and Procedures.

92

Item 9B.

Other Information.

92
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 92
     

PART III

   
     

Item 10.

Directors, Executive Officers and Corporate Governance.

93

Item 11.

Executive Compensation.

93

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

93

Item 13.

Certain Relationships and Related Transactions, and Director Independence. 93

Item 14.

Principal Accounting Fees and Services.

93
     

PART IV

   
     

Item 15.

Exhibits and Financial Statement Schedules.

94
Item 16.  Form 10-K Summary  
  Signatures 96
     

 

2

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Forward-looking statements in filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K and the accompanying Exhibits, filings incorporated by reference, reports to shareholders, and other communications that represent the Company’s beliefs, plans, objectives, goals, guidelines, expectations, anticipations, estimates, and intentions are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and other similar expressions identify forward-looking statements. The following factors, among others, could cause financial performance to differ materially from that expressed in such forward-looking statements:

 

  inflation, interest rate, market and monetary fluctuations;
 

the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;

 

the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

 

timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

 

the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa;

 

the impact of changes in financial services laws and regulations, including laws about taxes, banking, securities, and insurance;

 

the impact of the U.S. Department of the Treasury and federal banking regulators’ continued implementation of programs to address capital and liquidity in the banking system;

 

technological changes;

  the impact from prolonged federal government shutdowns;
 

the costs and effects of cyber incidents or other failures, interruptions, or security breaches of our systems or those of third-party providers;

  the effect of continued changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;
 

the effect of acquisitions, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;

 

the sustainability of noninterest, or fee income being less than expected;

 

unanticipated regulatory or judicial proceedings;

 

changes in consumer spending and saving habits; and

  increased or expanded competition from banks and other financial service providers in the Company's markets;
  the Company's ability to effectively manage its liquidity and maintain adequate regulatory capital to support its businesses;
  risks related to the development and use of artificial intelligence;
  the effectiveness of the Company's risk management processes strategies and monitoring;
 

the Company’s success at managing the risks mentioned above.

 

The list of important factors is not exclusive. If one or more of the factors affecting these forward-looking statements proves incorrect, actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking statements contained in this Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission. Therefore, the Company cautions you not to place undue reliance on forward-looking information and statements.  The Company does not intend to update any forward-looking statements, whether written or oral, to reflect changes. These cautionary statements expressly qualify all forward-looking statements that apply to the Company including the risk factors presented in Part I, Item 1A of this report.

 

3

 

PART I

 

Item 1.

Business.

 

General

 

First Community Bankshares, Inc. (the “Company”), a financial holding company, was founded in 1989 and reincorporated under the laws of the Commonwealth of Virginia. The Company’s principal executive office is located in Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874. The Bank offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management. Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

On January 23, 2026, the Company consummated its acquisition of Hometown Bancshares, Inc. ("Hometown"), the parent company of Union Bank, Inc., a West Virginia chartered bank, with eight branches in the state of West Virginia.  Following the acquisition, we operate 60 branches across the states of Virginia, West Virginia, North Carolina, and Tennessee.  We’re committed to the passionate pursuit of excellence in community banking and we’ve set our sights on being the bank of choice, employer of choice, and investment of choice in the communities in which we operate.

 

Our  mission is to:

 

 

understand and anticipate customer and community financial needs and preferences by learning from our customers and engaging with our communities;
 

help our customers and communities achieve their financial goals and objectives by providing workable solutions delivered in a professional manner by friendly, knowledgeable people and convenient, reliable systems;

  recruit, retain, and develop talented and resourceful employees by providing competitive compensation and benefits; offering first-rate continuing education; and fostering a team environment that empowers employees, encourages growth, and recognizes and rewards achievement; and
 

allocate shareholder resources by pursuing those investments and business opportunities that provide a superior risk-assessed return.

 

Our operations are guided by a strategic plan that focuses on organic growth supplemented by strategic acquisitions of complementary financial institutions.

 

Employees and Human Capital Resources

 

As of December 31, 2025, we had 622 full-time employees and 28 part-time employees. The employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good.

 

We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Continual learning and career development is advanced through ongoing performance and development conversations with employees, internally developed training programs and customized corporate training engagements.

 

The safety, health and wellness of our employees is a top priority.  All employees are asked not to come to work when they experience signs or symptoms of a possible communicable illness. On an ongoing basis, we further promote the health and wellness of our employees by strongly encouraging work-life balance, minimizing increases in the employee portion of health care premiums and sponsoring various wellness programs.  

 

Employee retention helps us operate efficiently and achieve one of our business objectives, which is building financial partnerships. We believe our commitment to living out our core values, actively prioritizing concern for our employees’ well-being, supporting our employees’ career goals, offering competitive wages and providing valuable fringe benefits aids in retention of our top-performing employees. In addition, nearly all of our employees are stockholders of the Company through participation in our current 401(k) plan and a former employee stock ownership plan, which aligns employee and stockholder interests by providing stock ownership on a tax-deferred basis at no investment cost to our employees.  

 

Market Area

 

As of December 31, 2025, we operated 52 branch locations in Virginia, West Virginia, North Carolina, and Tennessee through our sole operating segment, Community Banking.  Economic indicators in our market areas show relatively stable employment and business conditions. We serve a diverse base of individuals and businesses across a variety of industries such as education; government and health services; retail trade; construction; manufacturing; tourism; coal mining and gas extraction; and transportation.

 

Competition

 

The financial services industry is highly competitive and constantly evolving. We encounter strong competition in attracting and retaining deposit, loan, and other financial relationships in our market areas. We compete with other commercial banks, thrifts, savings and loan associations, untaxed and lesser regulated credit unions, consumer finance companies, financial technology companies, mortgage banking firms, commercial finance and leasing companies, securities firms, brokerage firms, and insurance companies. We have positioned ourselves as a regional community bank that provides an alternative to larger banks, which often place less emphasis on personal relationships, and smaller community banks, which lack the capital and resources to efficiently serve customer needs. Factors that influence our ability to remain competitive include the ability to develop, maintain, and build long-term customer relationships; the quality, variety, and pricing of products and services; the convenience of banking locations and office hours; technological developments; and industry and general economic conditions. We seek to mitigate competitive pressures with our relationship style of banking, competitive pricing, and cost efficiencies.

 

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Supervision and Regulation

 

Overview

 

We are subject to extensive examination, supervision, and regulation under applicable federal and state laws by various regulatory agencies. These regulations are intended to protect consumers, depositors, borrowers, deposit insurance funds, and the stability of the financial system and are not for the protection of stockholders or creditors.

 

Applicable laws and regulations restrict our permissible activities and investments and impose conditions and requirements on the products and services we offer and the manner in which they are offered and sold. They also restrict our ability to repurchase stock or pay dividends, or to receive dividends from our banking subsidiary, and impose capital adequacy requirements on the Company and the Bank. The consequences of noncompliance with these laws and regulations can include substantial monetary and nonmonetary sanctions.

 

The following discussion summarizes significant laws and regulations applicable to the Company and the Bank. These summaries are not intended to be complete and are qualified in their entirety by reference to the applicable statute or regulation. Changes in laws and regulations may have a material effect on our business, financial condition, or results of operations.

 

First Community Bankshares, Inc.

 

The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, (“BHC Act”) and a financial holding company under the Gramm-Leach-Bliley Act of 1999 (“GLB Act”). The Company elected financial holding company status in December 2006. The Company and its subsidiaries are subject to supervision, regulation, and examination by the Board of Governors of the Federal Reserve System (“Federal Reserve”). The BHC Act generally provides for umbrella regulation of financial holding companies, such as the Company, by the Federal Reserve, as well as functional regulation of financial holding company subsidiaries by applicable regulatory agencies. The Federal Reserve is granted the authority, in certain circumstances, to require reports of, examine, and adopt rules applicable to any bank holding company subsidiary.

 

The Company is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, (“Exchange Act”), as administered by the Securities and Exchange Commission (“SEC”). The Company’s common stock is listed on the NASDAQ Global Select Market under the trading symbol FCBC and is subject to NASDAQ’s rules for listed companies.

 

First Community Bank

 

The Bank is a Virginia chartered bank and a member of the Federal Reserve subject to supervision, regulation, and examination by the Virginia Bureau of Financial Institutions and the Federal Reserve Board. The Bank is a member of the Federal Deposit Insurance Corporation (“FDIC”), and its deposits are insured by the FDIC to the extent provided by law. The regulations of these agencies govern most aspects of the Bank’s business, including requirements concerning the allowance for loan losses, lending and mortgage operations, interest rates received on loans and paid on deposits, the payment of dividends, loans to affiliates, mergers and acquisitions, capital, and the establishment of branches. Various consumer and compliance laws and regulations also affect the Bank’s operations.

 

As a member bank, the Bank is required to hold stock in the Federal Reserve Bank of Richmond ("FRB") in an amount equal to 6% of its capital stock and surplus (half paid to acquire the stock with the remainder held as a cash reserve). Member banks do not have any control over the Federal Reserve as a result of owning the stock and the stock cannot be sold or traded.

 

Permitted Activities under the BHC Act

 

The BHC Act limits the activities of bank holding companies, such as the Company, to the business of banking, managing or controlling banks and other activities the Federal Reserve determines to be closely related to banking. A bank holding company that elects treatment as a financial holding company under the GLB Act, such as the Company, may engage in a broader range of activities that are financial in nature or complementary to a financial activity and do not pose a substantial risk to the safety and soundness of depository institutions or the financial system. These activities include securities underwriting, dealing, and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and other activities that the Federal Reserve determines to be closely related to banking.

 

In order to maintain financial holding company status, the Company and the Bank must be well-capitalized and well-managed under applicable Federal Reserve regulations and have received at least a satisfactory rating under the Community Reinvestment Act of 1977 (“CRA”). See “Prompt Corrective Action” and “Community Reinvestment Act” below. If we fail to meet these requirements, the Federal Reserve may impose corrective capital and managerial requirements and place limitations or conditions on our ability to conduct activities permissible for financial holding companies. If the deficiencies persist, the Federal Reserve may require the Company to divest the Bank or divest investments in companies engaged in activities permissible only for financial holding companies.

 

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The Company is required to give the Federal Reserve prior notice of any redemption or repurchase of its own equity securities, subject to certain exemptions, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding 12 months, is equal to 10% or more of the Company’s consolidated net worth. The Federal Reserve may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Any redemption or repurchase of preferred stock or subordinated debt remains subject to the prior approval of the Federal Reserve Board.

 

The Inflation Reduction Act of 2022 (the “IRA”) imposed a 1% excise tax on the fair market value of stock repurchased after December 31, 2022, by publicly traded U.S. corporations. With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

 

The BHC Act requires that bank holding companies obtain the Federal Reserve’s approval before acquiring direct or indirect ownership or control of more than 5% of the voting shares or all, or substantially all, of the assets of a bank. The regulatory authorities are required to consider the financial and managerial resources and future prospects of the bank holding company and the target bank, the convenience and needs of the communities to be served, and various competitive factors when approving acquisitions. The BHC Act also prohibits a bank holding company from acquiring direct or indirect control of more than 5% of the outstanding voting stock of any company engaged in a non-banking business unless the Federal Reserve determines it to be closely related to banking.

 

Capital Requirements

 

We are subject to various regulatory capital requirements administered by the Federal Reserve (the "Basel III Capital Rules").  The Basel III Capital Rules define qualifying capital instruments and specify minimum amounts of capital as a percentage of assets that banking organizations are required to maintain.  Under the Basel III Capital Rules, risk-based capital ratios are calculated by dividing Common Equity Tier I ("CET1") capital, Tier 1 capital and total capital, respectively, by risk-weighted assets.  Assets and off-balance sheet credit equivalents are assigned a risk weight based primarily on supervisory assessments of relative credit risk.  The Basel Capital Rules require the Company and the Bank to maintain the following:

 

 

A minimum ratio of Common Equity Tier 1 ("CET1") to risk-weighted assets of at least 4.50%, plus a 2.50% "capital conservation buffer" that is composed entirely of CET1 capital (resulting in a minimum ratio of CET1 to risk-weighted assets of 7.00%); 

 

A minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.00%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.50%);

  A minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.00%, plus the capital conservation buffer (resulting in a minimum total capital ratio of 10.50%); and
 

A minimum leverage ratio of 4.00%, calculated as the ratio of Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the "leverage ratio").

 

The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions that fail to meet the effective minimum ratios once the capital conservation buffer is taken into account, as detailed above, will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation. The severity of the constraints depends on the amount of the shortfall and the institution’s “eligible retained income” (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).

 

Basel III Capital Rules provide for a number of deductions from and adjustments to CET1.  As non-advanced approaches organizations under the Basel III Capital Rules, the Company and the Bank are subject to rules that provide for simplified capital requirements relating to the threshold deductions.  These include, for example, the requirement that certain deferred tax assets and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 25% of CET1. 

 

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Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the four Basel I categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. In November 2019, the federal banking agencies adopted a rule revising the scope of commercial real estate mortgages subject to a 150% risk weight.

 

Management believes that the Company and the Bank's current capital levels exceed the required capital amounts to the considered well-capitalized and also meet the fully phased-in minimum capital requirements, including the related capital conservation buffers, as required by the Basel III Capital Rules as of December 31, 2025. For additional information, see Note 20, "Regulatory Requirements and Restrictions," to the Consolidated Financial Statements in Part II, Item 8 of this report.

 

Prompt Corrective Action

 

The federal banking regulators are required to take prompt corrective action with respect to capital-deficient institutions. Agency regulations define, for each capital category, the levels at which institutions are well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, or critically undercapitalized. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if the appropriate federal regulators determine that it is engaging in an unsafe or unsound practice or is in an unsafe or unsound condition. A bank’s capital category is determined solely for applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s financial condition or prospects for other purposes.

 

The Bank was classified as well-capitalized under prompt corrective action regulations as of December 31, 2025. In order to be considered a well-capitalized institution under Basel III Capital Rules, an organization must not be subject to any written agreement, order, capital directive, or prompt corrective action directive and must maintain the following minimum capital ratios:

 

 

6.5% CET1 to risk-weighted assets

 

8.0% Tier 1 capital to risk-weighted assets

 

10.0% Total capital to risk-weighted assets

 

5.0% Tier 1 leverage ratio

 

Undercapitalized institutions are required to submit a capital restoration plan to federal banking regulators. Under the Federal Deposit Insurance Act, as amended (“FDIA”), in order for the capital restoration plan to be accepted by the appropriate federal banking agency, a bank holding company must provide appropriate assurances of performance and guarantee that its subsidiary bank will comply with its capital restoration plan, subject to certain limitations. Agency regulations contain broad restrictions on certain activities of undercapitalized institutions, including asset growth, acquisitions, establishing branches, and engaging in new lines of business. With certain exceptions, a depository institution is prohibited from making capital distributions, including dividends, and is prohibited from paying management fees to its parent holding company if the institution would be undercapitalized after such distribution or payment.

 

A significantly undercapitalized institution is subject to various requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and ending deposits from correspondent banks. The FDIC has limited discretion in dealing with a critically undercapitalized institution and is generally required to appoint a receiver or conservator.

 

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Safety and Soundness Standards

 

Guidelines adopted by federal bank regulatory agencies establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage risks and exposures. If an institution fails to meet safety and soundness standards, the regulatory agencies may require the institution to submit a written compliance plan describing the steps they would take to correct the situation and the time that such steps would be taken. If an institution fails to submit or implement an acceptable compliance plan, after being notified, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions, such as those applicable to undercapitalized institutions under the prompt corrective action provisions of the FDIA. An institution may be subject to judicial proceedings and civil money penalties if it fails to follow such an order.

 

Payment of Dividends

 

The Company is a legal entity that is separate and distinct from its subsidiaries. The Company’s principal source of cash flow is derived from dividends paid by the Bank. There are various restrictions by regulatory agencies related to dividends paid by the Bank to the Company and dividends paid by the Company to its shareholders. The payment of dividends by the Company and the Bank may be limited by certain factors, such as requirements to maintain capital above regulatory guideline minimums.

 

Prior FRB approval is required for the Bank to declare or pay a dividend to the Company if the total of all dividends declared in any given year exceed the total of the Bank’s net profits for that year and its retained profits for the preceding two years, less any required transfers to surplus or to fund the retirement of preferred stock. Dividends paid by the Company to shareholders are subject to oversight by the Federal Reserve. Federal Reserve policy states that bank holding companies generally should pay dividends on common stock only from income available over the past year if prospective earnings retention is consistent with the organization’s expected future needs, asset quality, and financial condition.

 

Regulatory agencies have the authority to limit or prohibit the Company and the Bank from paying dividends if the payments are deemed to constitute an unsafe or unsound practice. The appropriate regulatory authorities have stated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only from current operating earnings. In addition, the Bank may not declare or pay a dividend if, after paying the dividend, the Bank would be classified as undercapitalized. In the current financial and economic environment, the Federal Reserve has discouraged payout ratios that are at maximum allowable levels, unless both asset quality and capital are very strong, and has noted that bank holding companies should carefully review their dividend policy. Bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to their banking subsidiaries.

 

Source of Strength

 

Federal Reserve policy and federal law require the Company to act as a source of financial and managerial strength to the Bank. Under this requirement, the Company is expected to commit resources to support the Bank even when it may not be in a financial position to provide such resources. Because the Company is a legal entity separate and distinct from its subsidiaries, any capital loans it makes to the Bank are subordinate in right of payment to depositors and to certain other indebtedness of the Bank. In the event of the Company’s bankruptcy, any commitment by the Company to a federal bank regulatory agency to maintain the capital of the Bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

 

Transactions with Affiliates

 

The Federal Reserve Act (“FRA”) and Federal Reserve Regulation W place restrictions on “covered transactions” between the Bank and its affiliates, including the Company. The term “covered transactions” includes making loans, purchasing assets, issuing guarantees, and other similar transactions. The Dodd-Frank Act expanded the definition of “covered transactions” to include derivative activities, repurchase agreements, and securities lending or borrowing activities. These restrictions limit the number of transactions with affiliates, require certain levels of collateral for loans to affiliates, and require that all transactions with affiliates be on terms that are consistent with safe and sound banking practices. In addition, these transactions must be on terms that are substantially the same, or at least as favorable to the Bank, as those prevailing at the time for similar transactions with non-affiliates.

 

The FRA and Federal Reserve Regulation O place restrictions on loans between the Company and the Bank and their directors, executive officers, principal shareholders, affiliates, and interests of those directors, executive officers, and principal shareholders. These restrictions limit the amount of loans to one borrower and require that loans are on terms that are substantially the same as and follow underwriting procedures that are not less stringent than, those prevailing at the time for similar loans with non-insiders. In addition, the aggregate limit of loans to all insiders, as a group, cannot exceed the Bank’s total unimpaired capital and surplus.

 

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Deposit Insurance and Assessments

 

Substantially all of the Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to quarterly deposit insurance assessments to maintain the DIF. Deposit insurance premiums are assessed using a risk-based system that places FDIC-insured institutions into one of four risk categories based on capital, supervisory ratings and other factors. The assessment rate determined by considering such information is then applied to the institution's average assets minus average tangible equity to determine the institution's insurance premium. The FDIC may change assessment rates or revise its risk-based assessment system if deemed necessary to maintain an adequate reserve ratio for the DIF. The Dodd-Frank Act required that the minimum reserve ratio for the DIF increase from 1.15% to 1.35% by September 30, 2020. Under the FDIA, the FDIC may terminate deposit insurance if it determines that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.  In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rate schedules uniformly by 2 basis points beginning with the first quarterly assessment period of 2023. The increased assessment is expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC's amended restoration plan.

 

In November 2023, the FDIC issued a final rule to implement a special assessment to recover losses to the DIF incurred as a result of bank failures earlier that year and the FDIC’s use of the systemic risk exception to cover certain deposits that were otherwise uninsured. The special assessment was based on estimated uninsured deposits as of December 31, 2022 (excluding the first $5.0 billion) and was assessed at a quarterly rate of 3.36 basis points, over eight quarterly assessment periods, that began in the first quarter of 2024. In June 2024, due to the increased estimate of losses, the FDIC announced that it projected that the special assessment would be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate. In December 2025, the FDIC adopted an interim rule to adjust the special assessment, as initial estimates showed the original eight-quarter plan might slightly over-collect compared to actual losses.  The rate for the final quarter (the first quarter of 2026) was reduced from 3.36 basis points to 2.97 basis points to align with the revised loss estimates.  Because the cumulative amount collected through the initial eight-quarter special assessment period is projected to equal the FDIC's loss estimate, the additional two quarters of extended assessment was removed. 

 

The interim final rule also requires the FDIC to provide an offset to regular quarterly deposit insurance assessments for institutions subject to the special assessment if the aggregate amount collected exceeds estimated losses following the resolution of pending litigation and again following the termination of the receiverships.  As provided for in the special assessment rules, if losses at the termination of the receiverships exceed the amount collected, the FDIC will implement a one-time final shortfall special assessment to ensure the full amount of actual losses is recovered as required by law.  This updated assessment was made under the FDIC’s final rule whereby the estimated loss pursuant to the systemic risk determination can be periodically adjusted.  The special assessments are tax deductible. The extent to which any such additional future assessments will impact our future deposit insurance expense is currently uncertain

 

The Volcker Rule

 

A provision in the Dodd-Frank Act, known as the Volker Rule, amended the BHC Act to prohibit depository institutions and their affiliates from engaging in proprietary trading and from investing in, sponsoring, or having certain relationships with hedge funds or private equity funds. The Volcker Rule, which became effective in July 2015 and the implementing regulations of which were amended in 2019 and were subject to further amendment in 2020, does not significantly impact the operations of the Company and its subsidiaries, as we do not have any engagement in the businesses prohibited by the Volcker Rule.

 

Community Reinvestment Act

 

The CRA, as amended, requires depository institutions to help meet the credit needs of their market areas, including low-and moderate-income individuals and communities, consistent with safe and sound banking practices. Federal banking regulators periodically examine depository institutions and assign ratings based on CRA compliance. A rating of less than satisfactory may restrict certain operating activities, delay or deny certain transactions, or result in an institution losing its financial holding company status. The Bank received a rating of satisfactory in its most recent CRA examination.

 

On October 24, 2023, the FDIC, the Federal Reserve, and the Office of the Comptroller of the Currency ("OCC") issued a final rule to strengthen and modernize the CRA regulations (the "2023 modernization rule").  The final rule intended, among other things, to adapt to changes in the banking industry, including the expanded role of mobile and online banking, and to tailor performance standards to account for differences in bank size and business models.  Following its finalization on March 29, 2024, the 2023 modernization rule became subject to an ongoing injunction.  On July 16, 2025, the FDIC, Federal Reserve and the OCC issued a joint proposal to rescind the 2023 modernization rule.  The agencies continue to apply the CRA rules as they existed before the 2023 modernization, considering the injunction and pending finalization of the rescission of the 2023 modernization rule.

 

 Incentive Compensation

 

Federal regulatory agencies have issued comprehensive guidance intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance is based on the key principles that a banking organization’s incentive compensation arrangements should (1) provide incentives that do not encourage risk taking beyond the organization’s ability to effectively identify and manage risks, (2) be compatible with effective internal controls and risk management, and (3) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

 

Federal banking regulators periodically examine the incentive compensation arrangements of banking organizations and incorporate any deficiencies in the organization’s supervisory ratings, which can affect certain operating activities. The FRB may initiate enforcement actions if the organization’s incentive compensation arrangements or related risk management, control, or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. The scope and content of the U.S. banking regulators’ policies on incentive compensation are continuing to develop. It cannot be determined at this time if or when a final rule will be adopted or if compliance with such a final rule will adversely affect the ability of the Company and its subsidiaries to hire, retain and motivate their key employees.

 

In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including NASDAQ, to implement listing standards that require listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.  The NASDAQ's listing standards pursuant to the SEC's rule became effective on October 2, 2023. The Company adopted a compensation recovery policy pursuant to the NASDAQ listing standards on October 24, 2023, and was included as Exhibit 97.1 to Form 10-K for the year ended December 31, 2023.

 

Anti-Tying Restrictions

 

The Bank and its affiliates are prohibited from tying the provision of certain services, such as extensions of credit, to other services offered by the Company.

 

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Consumer Protection and Privacy

 

We are subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. These laws and regulations include the Mortgage Reform and Anti-Predatory Lending Act, the Truth in Lending Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collections Practices Act, the Right to Financial Privacy Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Service Members Civil Relief Act, and various state law counterparts. These laws and regulations contain extensive customer privacy protection provisions that limit the ability of financial institutions to disclose non-public information about consumers to non-affiliated third parties and require financial institutions to disclose certain policies to consumers.

 

Cybersecurity

 

Various federal and state laws and regulations contain extensive data privacy and cybersecurity provisions, and the regulatory framework for data privacy and cybersecurity is rapidly evolving. The FRB, FDIC, and other bank regulatory agencies have adopted guidelines for safeguarding confidential, personal customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement, and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In addition, various U.S. regulators, including the FRB and the SEC, have increased their focus on cyber security through guidance, examinations, and regulations.

 

At the federal level, the GLB Act requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibits disclosing such personal information except as provided in the financial institution’s policies and procedures.

 

Banking organizations are required to notify their primary federal regulators within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt or degrade its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the U.S.

 

In 2023, the SEC issued a final rule that requires disclosure of material cybersecurity incidents, as well as cybersecurity risk management, strategy and governance. Under this rule, banking organizations that are SEC registrants must generally disclose information about a material cybersecurity incident within four business days of determining it is material with periodic updates as to the status of the incident in subsequent filings as necessary.

 

See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity and Item 1C. Cybersecurity for a further discussion of risk management strategies and governance processes related to cybersecurity.

 

Bank Secrecy Act and Anti-Money Laundering

 

The Bank is subject to the requirements of the Bank Secrecy Act of 1970 ("BSA") and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”) of 2001. The USA PATRIOT Act broadened existing anti-money laundering legislation by imposing new compliance and due diligence obligations focused on detecting and reporting money laundering transactions. These laws and regulations require the Bank to implement policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing and to verify the identity of our customers. Violations can result in substantial civil and criminal sanctions. In addition, provisions of the USA PATRIOT Act require the federal financial regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing mergers and acquisitions.

 

The Anti-Money Laundering Act of 2020 (“AMLA”), which amends BSA, was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections.

 

Office of Foreign Assets Control Regulation

 

The U.S. Department of the Treasury’s (“Treasury”) Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals, and others. OFAC publishes lists of specially designated targets and countries. We are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them, and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal, financial, and reputational consequences, including causing applicable bank regulatory authorities to not approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

 

Sarbanes-Oxley Act

 

The Sarbanes-Oxley Act (“SOX Act”) of 2002 addresses a broad range of corporate governance, auditing and accounting, executive compensation, and disclosure requirements for public companies and their directors and officers. The SOX Act requires our Chief Executive Officer and Chief Financial Officer to certify the accuracy of certain information included in our quarterly and annual reports. The rules require these officers to certify that they are responsible for establishing, maintaining, and regularly evaluating the effectiveness of our financial reporting and disclosure controls and procedures; that they have made certain disclosures to the auditors and to the Audit Committee of the Board of Directors about our controls and procedures; and that they have included information in their quarterly and annual filings about their evaluation and whether there have been significant changes to the controls and procedures or other factors which would significantly impact these controls subsequent to their evaluation. Section 404 of the SOX Act requires management to undertake an assessment of the adequacy and effectiveness of our internal controls over financial reporting and requires our auditors to attest to and report on the effectiveness of these controls.

  

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Fair Access to Financial Services

 

In recent years, certain states have enacted, or have proposed to enact, statues, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.  In August 2025, President Trump signed Executive Order 14331, "Guaranteeing Fair Banking Access for All Americans," which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.  The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities. 

 

Future Legislation and Regulation

 

Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although any change could impact the regulatory structure under which we or our competitors operate and may significantly increase costs, impede the efficiency of internal business processes, require an increase in regulatory capital, require modifications to our business strategy, and limit our ability to pursue business opportunities in an efficient manner. It could also affect our competitors differently than us, including in a manner that would make them more competitive. A change in statutes, regulations or regulatory policies applicable to the Company or the Bank could have a material, adverse effect on our business, financial condition and results of operations.

 

Available Information

 

We file annual, quarterly, and current reports; proxy statements; and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s website at www.sec.gov that contains reports, proxy and information statements, and other information that issuers file electronically with the SEC. We maintain a website at www.firstcommunitybank.com that makes available, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information, including any amendments to those reports as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. You are encouraged to access these reports and other information about our business from the Investor Relations section of our website. The Investor Relations section contains information about our Board of Directors, executive officers, and corporate governance policies and principles, which include the charters of the standing committees of the Board of Directors, the Insider Trading Policy, and the Standards of Conduct governing our directors, officers, and employees. Information on our website is not incorporated by reference in this report.

 

Item 1A.

Risk Factors.

 

The risk factors described below discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our Company. Individuals should carefully consider our risk factors and information included, or incorporated by reference, in this report before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, the following risk factors are not intended to be an exhaustive list of all risks we face.

 

Risks Related to the Economic Environment

 

The current economic environment poses significant challenges.

 

Our financial performance is generally highly dependent on the business environment in the markets in which we operate in and of the U.S. as a whole, which includes the ability of borrowers to pay interest, repay principal on outstanding loans, the value of collateral securing those loans, and demand for loans and other products and services we offer. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, and investor or business confidence; limitations on the availability, or increases, in the cost of credit and capital; increases in inflation, interest rates, or employee costs; high unemployment; natural disasters; or a combination of these or other factors.

 

Economic conditions in the Company's market footprint, including West Virginia, Virginia, North Carolina and Tennessee, as well as in the broader U.S. economy, may be slow or uneven and are subject to significant uncertainty.  Adverse changes in economic conditions, including inflationary pressures, fluctuations in interest rates, energy price volatility, changes in fiscal and monetary policy, or weakened consumer and business confidence, could negatively affect consumer and business spending, borrowing, and repayment capacity.  Such conditions could result in reduced demand for loans and other financial services, deterioration in credit quality, declines in collateral values, and increased delinquencies and charge-offs.  There can be no assurance that economic conditions will strengthen or remain stable, and any deterioration could materially and adversely affect the Company's business, financial condition, and results of operations. 

 

Regulatory Risks

 

We operate in a highly regulated industry subject to examination, supervision, enforcement, and other legal actions by various federal and state governmental authorities, laws, and judicial and administrative decisions.

 

Congress and federal regulatory agencies continually review banking laws, regulations, and policies. Changes to these statutes, regulations, and regulatory policies, including changes in the interpretation or implementation, may cause substantial and unpredictable effects, require additional costs, limit the types of financial services and products offered and fees charged for such services and products, or allow non-banks to offer competing financial services and products. Failure to follow laws, regulations, and policies may result in sanctions by regulatory agencies and civil money penalties, which could have material adverse effects on our reputation, business, financial condition, and results of operations. We have policies and procedures designed to prevent violations; however, there is no assurance that violations will not occur. Existing and future laws, regulations, and policies yet to be adopted may make compliance more difficult or expensive; restrict our ability to originate, broker, or sell loans; further limit or restrict commissions, interest, and other charges earned on loans we originate or sell; and adversely affect our business, financial condition, and results of operations.

 

The Bank’s ability to pay dividends is subject to regulatory limitations that may affect the Company’s ability to pay expenses and dividends to shareholders.

 

The Company is a legal entity that is separate and distinct from its subsidiaries. The Company depends on the Bank and its other subsidiaries for cash, liquidity, and the payment of dividends to the Company to pay operating expenses and dividends to stockholders. There is no assurance that the Bank will have the capacity to pay dividends to the Company in the future or that the Company will not require dividends from the Bank to satisfy obligations. The Bank’s dividend payment is governed by various statutes and regulations. For additional information, see “Payment of Dividends” in Item 1 of this report. The Company may not be able to service obligations as they become due if the Bank is unable to pay dividends sufficient to satisfy the Company’s obligations, including our common stock. Consequently, the inability to receive dividends from the Bank could adversely affect the Company’s financial condition, results of operations, cash flows, and prospects.

 

11

 

Market and Interest Rate Risk

 

We are subject to interest rate risk.

 

Interest rate risk results principally when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. Our earnings and cash flows are largely dependent upon net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, particularly, the Federal Reserve. Changes in monetary policy and interest rates could influence the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings. Further, such changes could also affect our ability to originate loans and obtain deposits and the fair value of our financial assets and liabilities. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income and earnings could be adversely affected. Conversely, if interest rates received on loans and other investments fall more quickly than interest rates paid on deposits and other borrowings, our net interest income and earnings could also be adversely affected.

 

Changes in the fair value of our investment securities may reduce stockholders’ equity.

 

A decline in the estimated fair value of the Company's investment portfolio may result in a decline in stockholders’ equity, book value per common share, and tangible book value per common share. Unrealized losses are recorded even though the securities are not sold or held for sale. If a debt security is never sold and no credit impairment exists, the decrease is recovered at the security’s maturity. Equity securities have no stated maturity; therefore, declines in fair value may or may not be recovered over time. We conduct quarterly reviews of our securities portfolio to determine if unrealized losses are temporary or other than temporary. No assurance can be given that we will not need to recognize a credit loss for the decline in fair value in the future. Additional credit loss provision may materially affect our financial condition and earnings. For additional information, see Note 1, “Basis of Presentation and Significant Accounting Policies,” and Note 3, “Debt Securities,” to the Consolidated Financial Statements in Part II, Item 8 of this report.

 

The repeal of the federal prohibitions on payment of interest on demand deposits could increase our interest expense.

 

All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act. We do not know what interest rates other institutions may offer as market interest rates begin to increase. Our interest expense will increase and net interest margin will decrease if we offer interest on demand deposits to attract additional customers or maintain current customers, which could have a material adverse effect on our business, financial condition, and results of operations.

 

Credit Risk

 

Our accounting estimates and risk management processes rely on analytical and forecasting models.

 

The processes we use to estimate probable loan losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depend upon analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models we use for interest rate risk and asset/liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the models used for determining probable loan losses are inadequate, the allowance for credit losses may not be sufficient to cover actual loan losses and an increase in the loan loss provision could materially and adversely affect our operating results. Federal regulatory agencies regularly review our loans and allowance for credit losses as an integral part of the examination process. There is no assurance that we will not, or that regulators will not require us to, increase our allowance in future periods, which could materially and adversely affect our earnings and profitability. If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon the sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition, and results of operations. For additional information, "Allowance for Credit Losses" in the "Critical Accounting Policies" section in Part II, Item 7 and Note 1, "Basis of Presentation and Significant Accounting Policies," to the Consolidated Financial Statements in Part II, Item 8 of this report.

 

12

 

We are subject to credit risk associated with the financial condition of other financial institutions

 

Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and investment securities. Financial institutions are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, investment companies, and other institutional clients. Our ability to engage in routine funding transactions could be adversely affected by the failure, actions, and commercial soundness of other financial institutions. These transactions may expose us to credit risk if our counterparty or client defaults on their contractual obligation. Our credit risk may increase if the collateral we hold cannot be realized or liquidated at prices sufficient to recover the full amount of the loan or derivative exposure due to us. In the event of default, we may be required to provide collateral to secure the obligation to the counterparties. In the event of a bankruptcy or insolvency proceeding involving one of such counterparties, we may experience delays in recovering the assets posted as collateral or may incur a loss to the extent that the counterparty was holding collateral in excess of the obligation to such counterparty. Losses from routine funding transactions could have a material adverse effect on our financial condition and results of operations.

 

 Our commercial loan portfolio may expose us to increased credit risk.

 

Commercial business and real estate loans generally have a higher risk of loss because loan balances are typically larger than residential real estate and consumer loans and repayment is usually dependent on cash flows from the borrower’s business or the property securing the loan. Our commercial business loans are primarily made to small business and middle market customers. As of December 31, 2025, commercial business and real estate loans totaled $1.53 billion, or 66.26%, of our total loan portfolio. As of the same date, our largest outstanding commercial business loan was $15.30 million and largest outstanding commercial real estate loan was $12.30 million. Commercial construction loans generally have a higher risk of loss due to the assumptions used to estimate the value of property at completion and the cost of the project, including interest. If the assumptions and estimates are inaccurate, the value of completed property may fall below the related loan amount. As of December 31, 2025, commercial construction loans totaled $63.90 million, or 2.76% our total loan portfolio. As of the same date, our largest outstanding commercial construction loan was $19.90 million. Losses from our commercial loan portfolio could have a material adverse effect on our financial condition and results of operations.

 

Operational Risks

 

We face strong competition from other financial institutions, financial service companies, and organizations that offer services similar to our offerings.

 

Our larger competitors may have substantially greater resources and lending limits, name recognition, and market presence that allow them to offer products and services that we do not offer and to price loans and deposits more aggressively than we do. The expansion of non-bank competitors, which may have fewer regulatory constraints and lower cost structures, has intensified competitive pressures on core deposit generation and retention. For additional information, see "Competition" in Item 1 of this report. Our success depends, in part, on our ability to attract and retain customers by adapting our products and services to evolving customer needs and industry and economic conditions. Failure to perform in any of these areas could weaken our competitive position, reduce deposits and loan originations, and adversely affect our financial condition, results of operations, cash flows, and prospects.

 

Liquidity risk could impair our ability to fund operations.

 

Liquidity is essential to our business and the inability to raise funds through deposits, borrowings, equity and debt offerings, or other sources could have a materially adverse effect on our liquidity. Company specific factors such as a decline in our credit rating, an increase in the cost of capital from financial capital markets, a decrease in business activity due to adverse regulatory action or other company specific event, or a decrease in depositor or investor confidence may impair our access to funding with acceptable terms adequate to finance our activities. General factors related to the financial services industry such as a severe disruption in financial markets, a decrease in industry expectations, or a decrease in business activity due to political or environmental events may impair our access to liquidity.  Additionally, negative news about us or the banking industry in general could negatively impact market and/or customer perceptions of our company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits. Furthermore, as we and other regional banking organizations experienced in 2023, the failure of other financial institutions may cause deposit outflows as customers spread deposits among several different banks so as to maximize their amount of FDIC insurance, move deposits to banks deemed "too big to fail" or remove deposits from the banking system entirely. As of December 31, 2025, approximately 19.54% of our deposits were uninsured and we rely on these deposits for liquidity. A failure to maintain adequate liquidity could have a material adverse effect on our business, financial condition and results of operations.

 

We may require additional capital in the future that may not be available when needed.

 

We may need to raise additional capital to strengthen our capital position, increase our liquidity, satisfy obligations, or pursue growth objectives. Our ability to raise additional capital depends on current conditions in capital markets, which are outside our control, and our financial performance. Certain economic conditions and declining market confidence may increase our cost of funds and limit our access to customary sources of capital, such as borrowings with other financial institutions, repurchase agreements, and availability under the FRB’s Discount Window. Events that limit access to capital markets and the inability to obtain capital may have a materially adverse effect on our business, financial condition, results of operations, and market value of common stock. We cannot provide any assurance that additional capital will be available, on acceptable terms or at all, in the future.

 

We may experience future goodwill impairment.
 

We test goodwill for impairment annually, or more frequently if events or circumstances indicate there may be impairment, using either a quantitative or qualitative assessment. If we determine that the carrying amount of a reporting unit is greater than its fair value, a goodwill impairment charge is recognized for the difference, but limited to the amount of goodwill allocated to that reporting unit. Unfavorable or uncertain economic and market conditions may trigger additional impairment charges that may cause an adverse effect on our earnings and financial position. For additional information, see “Goodwill” in the “Critical Accounting Policies” section in Part II, Item 7 and Note 1, “Basis of Presentation and Significant Accounting Policies,” and Note 8, “Goodwill and Other Intangible Assets,” to the Consolidated Financial Statements in Part II, Item 8 of this report.

 

13

 

We may be required to pay higher FDIC insurance premiums or special assessments.

 

Our deposits are insured up to applicable limits by the DIF of the FDIC and we are subject to deposit insurance assessments to maintain the DIF. For additional information, see “Deposit Insurance and Assessments” in Item 1 of this report. We are unable to predict future insurance assessment rates; however, deterioration in our risk-based capital ratios or adjustments to base assessment rates may result in higher insurance premiums or special assessments. The deterioration of banking and economic conditions and financial institution failures deplete the FDIC’s DIF and reduce the ratio of reserves to insured deposits. If the DIF is unable to meet funding requirements, increases in deposit insurance premium rates or special assessments may be required. Future assessments, increases, or required prepayments related to FDIC insurance premiums may negatively affect our financial condition and results of operations.

 

Our operational capabilities depend on internal and third-party systems which could fail, be breached or otherwise be compromised.

 

We rely on electronic communications and information systems, including those provided by third-party service providers, to conduct our business operations. Risks associated with our reliance on internal and third-party technology include cybersecurity incidents, operational failures and service interruptions, misconduct by our employees or those of third parties, and reputational damages. The Bank cannot be certain that we will receive timely notification from our third parties of cyberattacks or other cybersecurity breaches affecting their systems. Like other financial institutions, the Bank experiences malicious cyber activity directed at our vendors and other service providers. There is no guarantee that the measures the Company takes will provide absolute security or recoverability given that the techniques used in cyberattacks are complex and frequently change and are difficult to anticipate. Our employees and third parties may expose the Company and the Bank to risk as a result of human error, misconduct, malfeasance, or a failure or breach of systems and infrastructure. For example, the Company’s ability to conduct business may be adversely affected by any significant disruptions, including to third parties service providers. Our third-party service providers include large entities with significant market presence in their respective fields; therefore, their services could be difficult to replace quickly if there are operational failures or service interruptions.

 

We face cybersecurity risks which could result in the disclosure of confidential information, adversely affect the Company’s operations, cause reputational damage, and create significant legal and financial exposure.

 

The Company, the Bank and its customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to and are likely to continue to be the target of cyberattacks, such as denial of service attacks, hacking, malware or ransomware intrusion, data corruption attempts, terrorist activities, or identity theft. Cyberattacks may expose security vulnerabilities in the Company’s systems or the systems of third parties or other security measures that could result in the unauthorized gathering, monitoring, misuse, release, loss, or destruction of confidential, proprietary, or sensitive information. A cyberattack could also damage the Company’s systems by introducing material disruptions to the Company’s or the Company’s customers’ or other third parties’ network access or business operations. As cyber threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance the Company’s protective measures or to investigate and remediate any information security vulnerabilities or incidents. Despite efforts to ensure the integrity of the Company’s systems and implement controls, processes, policies and other protective measures, the Company may not be able to anticipate all security breaches, nor may the Company be able to implement sufficient preventive measures against such security breaches, which may result in material losses or other adverse consequences.


Even the most advanced internal control environment may be vulnerable to compromise. Persistent attackers may succeed in penetrating defenses given enough resources, time, and motive. The techniques used by cyber criminals change frequently and may not be recognized until launched or well after a breach has occurred. In addition, the existence of cyberattacks or security breaches at third-party vendors with access to the Company’s data may not be disclosed to the Company in a timely manner.

 

A successful penetration or circumvention of system security could cause serious negative consequences, including loss of customers and business opportunities; costs associated with maintaining business relationships after an attack or breach; significant disruption to the Company’s operations and business; misappropriation, exposure or destruction of the Company’s confidential information, intellectual property, funds and those of the Company’s customers; damage to the Company’s or the Company’s customers’ or third parties’ computers or systems; or a violation of applicable privacy laws and other laws. This could result in litigation exposure, regulatory fines, penalties, loss of confidence in the Company’s security measures, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, which could adversely impact the Company’s results of operations, liquidity, and financial condition. In addition, the Company may not have adequate insurance coverage to compensate for losses from a cybersecurity event.

 

Increasing fraud risk could adversely affect our business, financial condition, and reputation.

 

The Company, the Bank and its customers are exposed to an increasing risk of fraud, including cyber fraud, identity theft, account takeover, and other fraudulent activities.  The sophistication and frequency of these schemes continue to grow, driven by advances in technology and the proliferation of digital banking channels.  Fraudulent activity can result in financial losses for us or our customers, increased operational costs, and potential legal exposure.  Although the Company has enhanced security measures, including authentication protocols, transaction monitoring, and fraud detection systems, these controls may not be sufficient to prevent all fraudulent activity.  Criminals continuously adapt their methods to circumvent existing safeguards, and emerging technologies such as artificial intelligence may further enhance their ability to perpetrate fraud.

 

Significant fraud-related losses could negatively impact our earnings, capital, and liquidity.  In addition, fraud incidents may harm our reputation, erode customer trust, and lead to regulatory scrutiny or enforcement actions.  Failure to effectively manage and mitigate fraud risk could have a material adverse effect on our business, financial condition, and results of operations. 

 

We may face new operational, compliance, reputational and legal risks due to the development and use of artificial intelligence.

 

The Company, the Bank and many of its third-party services providers currently use and may increasingly develop or incorporate artificial intelligence ("AI") technology in our operations, processes, products, or services.  The development and use of AI present a number of opportunities for the Company, as we as risks that are difficult to predict and may evolve rapidly.  AI could significantly disrupt the business models, investment strategies, operational processes, and markets in which we operate and subject us to increased competition, which could have a material adverse effect on our business, financial condition and results of operations.  Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to address investor demands or improve operations.  If we are unable to adequately advance our capabilities in these areas or do so at a slower pace than others in our industry, we may be at a disadvantage.  The use of AI may also include the input of sensitive personal information, trade secrets, and other protected data by both us and third parties and could result in the exposure of such information.

 

Regulatory expectations, supervisory guidance and legal standards related to AI and emerging technologies are evolving and may vary across jurisdictions.  New or changing laws, regulations or supervisory interpretations could require us to modify or limit its use of AI technologies, increase compliance and governance costs, or subject the Company to additional examination, reporting, or liability risks.  In addition, public perception of AI use, including concerns regarding transparency, fairness, data usage and accountability, could results in reputational harm if our use of such technologies is perceived negatively.

 

 

 

14

 

We continue to encounter technological change and must effectively anticipate and implement new technology.

 

The financial services industry continues to experience rapid technological change with the introduction of new, and increasingly complex, technology-driven products and services. The effective use of technology increases operational efficiency that enables financial institutions to meet rapidly evolving customer demands. Our future success depends, in large part, on our ability to provide products and services that satisfactorily meet the financial needs of our customers, as well as to realize additional efficiencies in our operations. We may fail to use technology-driven products and services effectively to better serve our customers and increase operational efficiency or sufficiently invest in technology solutions and upgrades to ensure systems are operating properly. Further, many of our competitors have substantially greater resources to invest in technology, which may adversely affect our ability to compete.

 

In addition, technology and other changes have made it possible for non-banks to offer products and services traditionally provided by banks. In particular, the activity of fintechs/wealthtechs has grown significantly over recent years and is expected to continue to grow. Some fintechs/wealthtechs are not subject to the same regulation as we are, which may allow them to be more competitive. Fintechs/wealthtechs have and may continue to offer bank or bank-like products and a number of such organizations have applied for bank or industrial loan charters while others have partnered with existing banks to allow them to offer deposit products to their customers. Increased competition from fintechs/wealthtechs and the growth of digital banking may also lead to pricing pressures as competitors offer more low-fee and no-fee products.

 

We may be subject to claims and litigation pertaining to intellectual property.

 

Banking and other financial services companies, such as the Company, rely on technology companies to provide information technology products and services necessary to support the Company’s day-to-day operations. Technology companies often enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. Competitors of the Company’s vendors, or other individuals or companies, have from time to time claimed to hold intellectual property sold to the Company by its vendors. Such claims may increase in the future as the financial services sector becomes more reliant on information technology vendors. The plaintiffs in these actions often seek injunctions and substantial damages.

 

Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, the Company may have to engage in protracted litigation. Such litigation is often expensive, time consuming, disruptive to the Company’s operations, and distracting to management. If the Company is found to have infringed on one or more patents or other intellectual property rights, it may be required to pay substantial damages or royalties to a third party. In certain cases, the Company may consider entering into licensing agreements for disputed intellectual property, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses. If legal matters related to intellectual property claims were resolved against the Company or settled, the Company could be required to make payments in amounts that could have a material adverse effect on its business, financial condition, and results of operations.

 

Risks Related to Our Common Stock

 

The market price of our common stock may be volatile.

 

Stock price volatility may make it more difficult for our stockholders to resell their common stock when desired. Our common stock price may fluctuate significantly due to a variety of factors that include the following:

 

 

actual or expected variations in quarterly results of operations;

 

recommendations by securities analysts;

 

operating and stock price performance of comparable companies, as deemed by investors;

 

news reports relating to trends, concerns, and other issues in the financial services industry;

 

perceptions in the marketplace about our Company or competitors;

 

new technology used, or services offered, by competitors;

 

significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by, or involving, our Company or competitors;

 

failure to integrate acquisitions or realize expected benefits from acquisitions;

 

changes in government regulations; and

 

geopolitical conditions, such as acts or threats of terrorism or military action.

 

General market fluctuations; industry factors; political conditions; and general economic conditions and events, such as economic slowdowns, changes in trade policy, recessions, interest rate changes, or credit loss trends, could also cause our common stock price to decrease regardless of operating results.

 

The trading volume in our common stock is less than that of other larger financial services companies.

 

Although our common stock is listed for trading on the NASDAQ, the trading volume in our common stock is less than that of other, larger financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our common stock, significant sales of our common stock or the expectation of these sales could cause our stock price to fall.

 

We may not continue to pay dividends on our common stock in the future.

 

Our common stockholders are only entitled to receive dividends when declared by our Board of Directors from funds legally available for such payments. Although we have historically declared cash dividends on our common stock, we are not required to do so, and may reduce or eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock. As a financial holding company, the Company’s ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve about capital adequacy and dividends. For additional information, see “Payment of Dividends” in Item 1 of this report.

 

General Risks

 

We are subject to environmental liability risk associated with lending activities.

 

A significant portion of our loan portfolio is secured by real property. In the ordinary course of business, we foreclose on and take title to properties that secure certain loans. Hazardous or toxic substances could be found on properties we own. If substances are present, we may be liable for remediation costs, personal injury claims, and property damage and our ability to use or sell the property would be limited. We have policies and procedures in place that require environmental reviews before initiating foreclosure actions on real property; however, these reviews may not detect all potential environmental hazards. Environmental laws that require us to incur substantial remediation costs, which could materially reduce the affected property’s value, and other liabilities associated with environmental hazards could have a material adverse effect on our financial condition and results of operations.

 

15

 

Potential acquisitions may disrupt our business and dilute stockholder value.

 

We may seek merger or acquisition partners that are culturally similar, have experienced management, and possess either significant market presence or the potential for improved profitability through financial management, economies of scale, or expanded services. Risks inherent in acquiring other banks, businesses, and banking branches may include the following:

 

 

potential exposure to unknown or contingent liabilities of the target company;

 

exposure to potential asset quality issues of the target company;

 

difficulty, expense, and delays of integrating the operations and personnel of the target company;

 

potential disruption to our business;

 

potential diversion of management’s time and attention;

 

loss of key employees and customers of the target company;

 

difficulty in estimating the value of the target company;

 

potential changes in banking or tax laws or regulations that may affect the target company;

 

unexpected costs and delays;

 

the target company’s performance does not meet our growth and profitability expectations;

 

limited experience in new markets or product areas;

 

increased time, expenses, and personnel as a result of strain on our infrastructure, staff, internal controls, and management; and

 

potential short-term decreases in profitability.

 

We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving the payment of cash or the issuance of debt or equity securities may occur at any time. Acquisitions typically involve goodwill, a purchase premium over the acquired company’s book and market values; therefore, dilution of our tangible book value and net income per common share may occur. If we are unable to realize revenue increases, cost savings, geographic or product presence growth, or other projected benefits from acquisitions, our financial condition and results of operations may be adversely affected.

 

Attractive acquisition opportunities may not be available in the future.

 

We expect banking and financial companies, which may have significantly greater resources, to compete for the acquisition of financial service businesses. This competition could increase the price of potential acquisitions that we believe are attractive. If we fail to receive proper regulatory approval, we will not be able to consummate an acquisition. Our regulators consider our capital, liquidity, profitability, regulatory compliance, level of goodwill and intangible assets, and other factors when considering acquisition and expansion proposals. Future acquisitions may be dilutive to our earnings and equity per share of our common stock.

 

We may lose members of our management team and have difficulty attracting skilled personnel.

 

Our success depends, in large part, on our ability to attract and retain key employees. Competition for the best people can be intense. The unexpected loss of key personnel could have a material adverse impact on our business due to the loss of certain skills, market knowledge, and industry experience and the difficulty of promptly finding qualified replacement personnel. Certain existing and proposed regulatory guidance on compensation may also negatively affect our ability to retain and attract skilled personnel.

 

Our internal controls and procedures may fail or be circumvented.

 

We review our internal controls over financial reporting quarterly and enhance controls in response to these assessments, internal and external audit, and regulatory recommendations. A control system, no matter how well conceived and operated, includes certain assumptions and can only provide reasonable assurance that the objectives of the control system are met. These controls may be circumvented by individual acts, collusion, or management override. Any failure or circumvention related to our controls and procedures or failure to follow regulations related to controls and procedures could have a material adverse effect on our business, reputation, results of operations, and financial condition.

 

We are subject to environmental, social and governance ("ESG") risks that could adversely affect the Company's results of operations, reputation, and the market price of its securities.

 
The Company is subject to a variety of risks arising from ESG matters. ESG matters include environmental and climate change activism, diversity activism, and racial and social justice issues. Such matters may involve our personnel, customers, or third parties with whom we do business. Risks arising from ESG matters may adversely affect, among other things, the Company’s reputation and the market price of our securities.  Further, the Company may be exposed to negative publicity based on the identity and activities of our shareholders, those to whom we lend and with which we otherwise do business, and the public’s view of the approach and requirements of our state or federal regulators, customers, and business partners with respect to ESG matters. Any such negative publicity could arise through traditional media or electronic social media platforms. The Company’s relationships and reputation with its existing and prospective customers and third parties with which we do business could be damaged if we were to become the subject of any such negative publicity. This, in turn, could have an adverse effect on the Company’s ability to attract and retain customers and employees and could have a negative impact on the market price for our securities.
 

Certain investors have begun to consider the steps taken and resources allocated by financial institutions and other commercial organizations with respect to ESG matters when making investment decisions. Certain investors are beginning to incorporate the business risks of ESG regulation and activism and the adequacy of companies’ responses to these into their investment decisions. These shifts in investing priorities may result in adverse effects on the market price of the Company’s securities.

 

 

16

 

Specifically, environmental activism may adversely impact the economic viability of many of the Company’s deposit and loan customers in our West Virginia and southwestern Virginia markets. We have customers who operate in carbon-intensive industries like coal, oil and gas that are exposed to climate activism risks and those risks created by a transition to a less carbon-dependent economy, as well as customers who operate in low-carbon industries that may be subject to risks associated with new technologies. Further, the effects of climate change activism may negatively impact regional and local economic activity, which could impact the economies of the communities the Company serves and in which we operate. The Company’s business, reputation and ability to attract and retain employees and customers may also be harmed if our response to ESG activism is perceived to be excessive or insufficient.  Ongoing legislative or regulatory uncertainties and changes regarding ESG risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs and may subject us to potentially conflicting requirements.

 

Item 1B.

Unresolved Staff Comments.

 

None.

 

Item 1C.

Cybersecurity

 

 

Cybersecurity Risk Management and Strategy

 

Cybersecurity risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies to facilitate and conduct financial transactions. The Company maintains a comprehensive risk-based cybersecurity program to identify, measure, manage, and disclose material cybersecurity risks. The Company utilizes the Federal Financial Institution Examination Council’s ("FFIEC") Cybersecurity Assessment Tool ("CAT") as a diagnostic test to help identify the Company’s cyber risk level and determine the maturity of our cybersecurity program. The CAT is supplemented by an annual self-assessment and external audits and reviews, the results of which drive the development and implementation of the Company’s cybersecurity strategy to ensure that cyber risk management practices are aligned with the risk profile of the Company. 

 

The Company uses the Center for Internet Security ("CIS") Critical Security Controls framework to balance cybersecurity risk exposure with investment in mitigation strategies. This framework provides a prescriptive, prioritized set of cybersecurity safeguards that fully align with those of the National Institute of Standards and Technology, the International Standards Organization 27000 series, and the requirements and guidance from applicable regulatory authorities, including the Federal Financial Institutions Examination Council.

 

The Company’s cybersecurity strategy is enabled by people, processes, and technology that provide multilayered defenses including advanced capabilities for early and rapid cyber threat identification, detection, protection, response, and recovery. The Company employs a team of dedicated, skilled talent to operationalize the cybersecurity strategy. The internal team is supported by arrangements with a third party to provide continuous endpoint monitoring and incident response. 

 

The Company’s entire workforce receives mandatory cybersecurity training that includes quarterly social engineering exercises and informative online courses assigned based on assessed skill gaps. The Company also provides cyber risk awareness guidance to customers and promotes customer cyber hygiene through periodic communications. The Company conducts scenario-driven test exercises simulating impacts and consequences developed through analysis of real-world cybersecurity incidents as well as known and anticipated cyber threats. These exercises are designed to assess the viability of the Company’s incident response and management programs and provide the basis for continuous improvement.

 

The Company actively monitors and evaluates threats, events, and the performance of its business operations and continually adapts its risk mitigation activities accordingly. To that end, the Company maintains a comprehensive vulnerability management program that includes regular internal scans of the entire network to identify and measure the severity of security vulnerabilities, a team of dedicated network engineers who are responsible for fixing identified vulnerabilities within pre-defined timeframes based on severity, and at least annual independent network penetration testing by a qualified third party.  

 

Cyber risk monitoring also includes the Company’s arrangements with and exposure to third party service providers. We identify the criticality of our third-party service providers, in part, by determining their use of and access to confidential customer information. We conduct comprehensive cybersecurity reviews on all third parties that have access to confidential information. Our third-party reviews make use of technology that provides significant visibility into third party organizations, in real time, to assess third party compliance with a host of globally recognized IT security standards and frameworks and the likelihood of a cyberattack on a third party.

 

The Company also maintains a robust firewall system and firewall management program to restrict inbound and outbound network traffic. A dedicated team of network engineers manages firewall rulesets and monitors firewall health and alerting.

 

The risks from cybersecurity threats have not materially affected the Company’s business strategy, results of operations, or financial condition. Although the Company has invested substantial resources to manage and reduce cybersecurity risk, it is not possible to eliminate this risk. The Company obtains insurance that protects against certain losses, expenses, and damages associated with cybersecurity risk. See Item 1A, “Risk Factors,” for additional information regarding cybersecurity risk.
 

 

Cybersecurity Governance

 

The Company’s Board of Directors devotes significant time and attention to its oversight of cybersecurity risk. Select members of the Board serve on the Information Systems Steering Committee ("ISSC"), which is responsible for approving IT strategic plans and all IT-related policies and cybersecurity program, among other matters. To fulfill its responsibilities, the ISSC receives periodic reports on the cybersecurity risk management program, from executive leadership, including information security risks and incidents, emerging threats, and independent audit reports on the effectiveness of the control environment. 

 

17

 

Executive leadership is responsible for management of the cybersecurity program. A dedicated IT Security team manages daily operations of the cybersecurity program and reports directly to the Chief Risk Officer ("CRO"). The CRO chairs the Information Security Sub-Committee ("Sub-Committee"), a management committee that meets regularly to advance the cybersecurity risk management program and strategic cyber initiatives. The Sub-Committee’s actions and activities are reviewed by the ISSC at least quarterly. The Company has a management level Change Control Board ("CCB") which is responsible for reviewing and approving actions of the vulnerability management team, changes to hardware/software including the introduction of new hardware/software, and changes to firewall rulesets. The IT Security Team participates in and votes on matters brought before CCB. Additionally, the Company has a Cyber Incident Response Team ("CIRT") which includes key members of management including the CRO and the Chief Operating Officer. The CIRT is empowered to respond effectively to any cyber-specific events with escalation up to executive leadership and the Board. Members of the CIRT and other key stakeholders throughout the Company receive annual training on cyber incident preparedness and response.

 

The CRO, Derek Bonnett, has been employed by the Corporation since 2016, having served as the Director of Internal Audit until being named the Chief Risk Officer in 2021. He has years of significant cross-functional experience in managing cybersecurity and risk operations, providing strategic leadership and investment priorities, and collaborating across lines of business to achieve effective results.

 

Mr. Bonnett is a Certified Public Accountant, Certified Internal Auditor, and Certified Information Systems Auditor. He holds a Bachelor of Science in Business Administration with a concentration in Accounting obtained from Concord University in 2010, from which he graduated valedictorian of his class. He is a recipient of the Executive Leadership Certificate from the University of Pennsylvania’s Wharton School of Business and is a graduate, volunteer, and Capstone Advisor to students of the American Bankers Association’s Stonier Graduate School of Banking.

 

 

Item 2.

Properties.

 

We own our corporate headquarters located at One Community Place, Bluefield, Virginia. As of December 31, 2025, the Bank provided financial services through a network of branch locations in West Virginia (17 branches), Virginia (23 branches), North Carolina (10 branches), and Tennessee (2 branches).  We own all of the branch locations with the exception of one, in West Virginia, which is being leased.  As of December 31, 2025, there were no mortgages or liens against any of the properties. We believe that our properties are suitable and adequate to serve as financial services facilities. A list of all branch and ATM locations is available on our website at www.firstcommunitybank.com. Information contained on our website is not part of this report. For additional information, see Note 7, “Premises, Equipment, and Leases,” to the Consolidated Financial Statements in Part II, Item 8 of this report.

 

Item 3.

Legal Proceedings.

 

We are currently a defendant in various legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each of these matters with certainty, we are of the belief that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

   

Item 4.

Mine Safety Disclosures.

 

None.

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information and Holders

 

Our common stock is traded on the NASDAQ Global Select Market under the symbol FCBC. As of February 27, 2026, there were 3,306 record holders and 19,075,028 outstanding shares of our common stock.

 

Purchases of Equity Securities

 

We repurchased 50,338 shares of our common stock in 2025, 257,294 shares in 2024, and 768,079 shares in 2023.  

 

The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the periods indicated:

 

    Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of a Publicly Announced Plan     Maximum Number of Shares that May Yet be Purchased Under the Plan(1)  
                                 

October 1-31, 2025

    -       -       -       2,194,868  

November 1-30, 2025

    -       -       -       2,194,868  

December 1-31, 2025

    -       -       -       2,194,868  

Total

    -       -       -          

 


(1)

In September 2023, the Board of Directors approved a repurchase plan to repurchase 2,700,000 shares which expires December 31, 2026.  The timing, price, and quantity of purchases under the repurchase plan are at the discretion of management and the repurchase plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances.

 

18

 

Stock Performance Graph

 

The following graph, compiled by S&P Global Market Intelligence (“S&P Global”), compares the cumulative total shareholder return on our common stock for the five years ended December 31, 2025, with the cumulative total return of the S&P 500 Index, the NASDAQ Composite Index, and S&P Global’s Asset Size & Regional Peer Group. The Asset Size & Regional Peer Group consists of 42 bank holding companies with total assets between $1 billion and $5 billion that are located in the Southeast Region of the United States and traded on NASDAQ, the OTC Bulletin Board, Pink Sheet Banks and Thrifts. The cumulative returns assume that $100 was originally invested on December 31, 2020, and that all dividends are reinvested.

 

fcbgraph01.jpg

 

   

Year Ended December 31,

 
   

2020

   

2021

   

2022

   

2023

   

2024

   

2025

 
                                                 

First Community Bankshares, Inc.

    100.00       160.52       168.73       191.88       222.23       195.35  

S&P 500 Index

    100.00       128.71       105.40       133.10       166.40       196.16  

NASDAQ Composite Index

    100.00       122.18       82.43       119.22       154.48       187.14  

S&P Global Asset & Regional Peer Group(1)

    100.00       142.88       133.48       128.36       145.37       161.37  

 


(1) Includes the following institutions: Auburn National Bancorporation, Inc.; Bank of the James Financial Group, Inc.; BankFirst Capital Corporation; BayFirst Financial Corp.; C&F Financial Corporation; Capital City Bank Group, Inc.; Carter Bankshares, Inc.; Chesapeake Financial Shares, Inc.; Citizens Bancorp Investment, Inc.; Citizens Holding Company; Coastal Carolina Bancshares, Inc.; Commercial Bancgroup, Inc.; Eagle Financial Services, Inc.; F&M Bank Corp.; First Community Bankshares, Inc.; First Community Corporation;  First National Corporation; First Reliance Bancshares, Inc.; First US Bancshares, Inc.; Freedom Financial Holdings, Inc.; FVCBankcorp, Inc.; John Marshall Bancorp, Inc.; MainStreet Bancshares, Inc.; MetroCity Bankshares, Inc.; Morris State Bancshares, Inc.; Mountain Commerce Bancorp, Inc.; MVB Financial Corp.; National Bankshares, Inc.; NewtekOne, Inc.; Oakworth Capital, Inc.; PB Financial Corporation; Peoples Bancorp of North Carolina, Inc.; Pinnacle Bankshares Corporation; Primis Financial Corp.; Skyline Bankshares, Inc.; South Atlantic Bancshares, Inc.; Southern First Bancshares, Inc.;  United Bancorporation of Alabama, Inc.; USCB Financial Holdings, Inc.; Uwharrie Capital Corp.; Virginia National Bankshares Corporation; White River Bancshares, Co.

 

Item 6.

Reserved

 

19

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report.

 

Executive Overview

 

First Community Bankshares, Inc. is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a 151 year-old Virginia-chartered banking institution. Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.  As of December 31, 2025, the Bank operated 52 branches in Virginia, West Virginia, North Carolina and Tennessee. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network supplemented by retail and wholesale repurchase agreements and Federal Home Loan Bank (“FHLB”) borrowings. We invest our funds primarily in loans to retail and commercial customers and various investment securities.

   

The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management (“FCWM”). The Trust Division manages inter vivos trusts and trusts under will, develops and administers employee benefit and individual retirement plans, and manages and settles estates. Fiduciary fees for these services are charged on a schedule related to the size, nature, and complexity of the account. Revenues consist primarily of commissions on assets under management and investment advisory fees. As of December 31, 2025, the Trust Division and FCWM managed and administered $1.79 billion in combined assets under various fee-based arrangements as fiduciary or agent.

 

On January 23, 2026, the Company completed its previously announced merger (the “Merger”) with Hometown Bancshares, Inc. a West Virginia corporation headquartered in Middlebourne, West Virginia (“Hometown”), pursuant to an Agreement and Plan of Merger (the “Agreement”) dated July 19, 2025, by and between the company and Hometown.  At the Effective Time, Hometown merged with and into the Company, with the Company as the surviving corporation in the Merger.  For additional information, see Note 24, “Subsequent Events,” to the Consolidated Financial Statements in Item 8, of this report.

 

 

 

 

20

 

Critical Accounting Policies

 

Our consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) in the U.S. and prevailing practices in the banking industry. Our accounting policies, as presented in Note 1, “Basis of Presentation and Significant Accounting Policies,” to the Consolidated Financial Statements in Item 8 of this report are fundamental in understanding MD&A and the disclosures presented in Item 8, “Financial Statements and Supplementary Data,” of this report. Management may be required to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates used, we have identified the allowance for loan losses and goodwill as the accounting areas that require the most subjective or complex judgments or are the most susceptible to change.

 

Allowance for Credit Losses or "ACL"

 

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1 – "Basis of Presentation - Significant Accounting Policies" in this Annual Report on Form 10-K for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 6 — "Allowance for Credit Losses" in this Annual Report on Form 10-K, “Allowance for Credit Losses” in this MD&A. 

 

The Company uses a number of economic variables to estimate the allowance for credit losses, with the most significant driver being a forecast of the national unemployment rate. In the December 31, 2025, estimate, the Company assumed an unemployment forecast of  approximately 4.5%, compared to the range of 4.0% to 4.3% utilized in the December 31, 2024, estimate.  Based on a sensitivity analysis as of December 31, 2025, an increase of 1% in the unemployment forecast would result in an increase in the allowance for credit losses of approximately 9.3%   
 
 

Business Combinations

 

The Company accounts for business combinations using the acquisition method of accounting as outlined in using Topic 805 of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). Under this method, all identifiable assets acquired, including purchased loans, and liabilities assumed are recorded at fair value. Any excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. In instances where the price of the acquired business is less than the net assets acquired, a gain on the purchase is recorded. Fair values are assigned based on quoted prices for similar assets, if readily available, or appraisals by qualified independent parties for relevant asset and liability categories. Certain financial assets and liabilities are valued using discount models that apply current discount rates to streams of cash flow. Valuation methods require assumptions, which can result in alternate valuations, varying levels of goodwill or bargain purchase gains, or amortization expense or accretion income. Management must make estimates for the useful or economic lives of certain acquired assets and liabilities that are used to establish the amortization or accretion of some intangible assets and liabilities, such as core deposits. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information about the closing date fair values becomes available. Acquisition and divestiture activities are included in the Company’s consolidated results of operations from the closing date of the transaction. Acquisition and divestiture related costs are recognized in noninterest expense as incurred.

 

21

 

Goodwill 

 

Goodwill is tested for impairment annually, on October 31st, with additional reviews performed quarterly or more frequently if events or circumstances indicate there may be impairment.  We have one reporting unit, Community Banking.  If we elect to perform a qualitative assessment, we evaluate factors such as macroeconomic conditions, industry and market considerations, overall financial performance, changes in stock price, and progress towards stated objectives in determining if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, a quantitative test is performed; otherwise, no further testing is required. The quantitative test consists of comparing the fair value of our reporting unit to its carrying amount, including goodwill. If the fair value of our reporting unit is greater than its book value, no goodwill impairment exists. If the carrying amount of our reporting unit is greater than its calculated fair value, a goodwill impairment charge is recognized for the difference. We performed a quantitative assessment for the annual test on October 31, 2025, which resulted in no goodwill impairment. For additional information, see Note 8, “Goodwill and Other Intangible Assets,” to the Consolidated Financial Statements in Item 8 of this report.

 

Non-GAAP Financial Measures

 

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that provide useful information for financial and operational decision making, evaluating trends, and comparing financial results to other financial institutions. The non-GAAP financial measures presented in this report include certain financial measures presented on a fully taxable equivalent (“FTE”) basis. While we believe certain non-GAAP financial measures enhance the understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP and may not be comparable to those reported by other financial institutions. The reconciliations of non-GAAP to GAAP measures are presented below.

 

We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory income tax rate of 21%. The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

 

   

Year Ended December 31,

 
   

2025

   

2024

   

2023

 

(Amounts in thousands)

                       

Net interest income, GAAP

  $ 124,613     $ 126,468     $ 127,684  

FTE adjustment(1)

    449       451       454  

Net interest income, FTE

  $ 125,062     $ 126,919     $ 128,138  
                         

Net interest margin, GAAP

    4.40 %     4.42 %     4.43 %

FTE adjustment(1)

    0.02 %     0.02 %     0.02 %

Net interest margin, FTE

    4.42 %     4.44 %     4.45 %

 


(1)

FTE basis of 21%.

 

22

 

Performance Overview

 

Highlights of our results of operations in 2025, and financial condition as of December 31, 2025, include the following:

 

 

Annual net income of $48.79 million, or $2.65 per diluted common share was earned in 2025; a decrease of $2.81 million, or 5.45%, compared to 2024. 

  When adjusted for merger and non-recurring expenses, adjusted annual net income for 2025 was $51.12 million, reflecting a modest year over year decline of $1.23 million, or 2.34%.
  Net interest income after provision for loan losses increased $1.67 million compared to 2024, primarily due to a $4.06 million, or 11.67%, reduction in the allowance for loan losses.  The decrease is the allowance reflects a smaller loan portfolio and continued strong credit performance.
  Net interest margin remained stable at 4.42%, declining only 0.45% compared to 2024.    Net interest spread increased 1 basis point to 4.04% from 4.03% in 2024.  
  Noninterest income increased $3.50 million, or 8.88%, primarily driven by a $3.39 million increase in service charges on deposits and other service charge fees.  Non-interest expense increased $7.74 million, or 8.01%, reflecting higher salaries and employee benefits of $4.73 million, merger-related expenses of $2.91 million, and an increase of $1.00 million in other operating expenses.  Merger-related expenses were associated with the acquisition of Hometown, which was completed on January 23, 2026.
 

Annualized return on average assets ("ROA") was 1.52% for the twelve months of 2025 compared to 1.60% for the same period of 2024.  Annualized return on average common equity ("ROE") was 9.64% for the twelve months of 2025 compared to 10.03% for the same period of 2024.
  When adjusted for merger and non-recurring expenses, ROA was 1.59% and ROE was 10.09% for the twelve months ended 2025.  Return on average tangible common equity continues to remain strong at 13.92% for the full year.
  Non-performing loans to total loans decreased in 2025 to 0.61%; a 0.22% reduction when compared to 2024.  Net charge-offs to annualized average loans also decreased in 2025 to $4.12 million, or 0.18%, compared to net charge-offs of $5.37 million, or 0.22%, for the same period in 2024.
  The allowance for credit losses to total loans was 1.33% on December 31, 2025, compared to 1.44% on December 31, 2024.  
  The Company's average loan-to-deposits ratio of 88.81%, on December 31, 2025, continues to represent a stable utilization of deposit funding.
  The Company repurchased 50,338 common shares during 2025 for a cost of $1.85 million, compared to 257,294 shares purchased in 2024 for a cost of $8.72 million.
 

Book value per share on December 31, 2025, was $27.30, a decrease of $1.43 from year-end 2024.  The decrease is primarily attributable to two special dividends being declared in 2025, in the total amount of $3.07 per common share.

 

Results of Operations

 

Net Income

 

The following table presents the changes in net income and related information for the periods indicated:

 

                           

2025 Compared to 2024

   

2024 Compared to 2023

 
   

Year Ended December 31,

   

Increase

   

%

   

Increase

   

%

 

(Amounts in thousands, except per share data)

 

2025

   

2024

   

2023

   

(Decrease)

   

Change

   

(Decrease)

   

Change

 
                                                         

Net income

  $ 48,794     $ 51,604     $ 48,020     $ (2,810 )     (5.45 )%   $ 3,584       7.46 %
                                                         

Basic earnings per common share

    2.66       2.81       2.67       (0.15 )     (5.34 )%     0.14       5.24 %

Diluted earnings per common share

    2.65       2.80       2.72       (0.15 )     (5.36 )%     0.08       2.94 %
                                                         

Return on average assets

    1.52 %     1.60 %     1.48 %     (0.08 )%     (5.00 )%     0.12 %     8.11 %

Return on average common equity

    9.64 %     10.03 %     10.02 %     (0.39 )%     (3.89 )%     0.01 %     0.10 %

 

2025 Compared to 2024.  Pre-tax income declined $2.57 million, or 3.91%, compared to 2024.  The decline was primarily driven by a $7.74 million increase in noninterest expense and a $1.86 million reduction in net interest income.  These pressures were partially offset by a $3.52 million decrease in the provision for credit losses and a $3.50 million increase in noninterest income.  The increase of noninterest expense was largely attributable to higher salaries and employee benefits of $4.73 million, along with a $2.91 million in merger-related costs associated with the Hometown acquisition.  The lower provision for credit losses reflected a smaller loan portfolio and continued favorable credit performance.  Growth in noninterest income was primarily due to a $3.39 million increase in service charges on deposits and other service fees.

 

2024 Compared to 2023.  Pre-tax income increased $3.72 million, or 6.00% compared to 2023.  The increase was primarily attributable to a decrease in provision for credit losses of $4.39 million, or 54.95% offset by a decrease in net interest income of $1.22 million, or 0.95%.  Provision for credit losses totaled $3.60 million for 2024 compared to $7.99 million in 2023.  The provision for credit losses in 2023 included $1.61 million recorded for the day two provision for the acquisition of the Surrey loan portfolio. Net interest income totaled $126.47 million for 2024 compared to $127.68 million in 2023.  The decrease in net interest income is primarily attributable to an increase in deposit interest expense due to increased rates on interest-bearing deposits.  Non interest income increased $1.94 million, or 5.17% offset by an increase in non interest expense of $1.39 million, or 1.46%.

 

23

 

Net Interest Income

 

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” above. The following table presents the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

 

   

Year Ended December 31,

 
   

2025

   

2024

   

2023

 

(Amounts in thousands)

 

Average Balance

   

Interest(1)

   

Average Yield/ Rate(1)

   

Average Balance

   

Interest(1)

   

Average Yield/ Rate(1)

   

Average Balance

   

Interest(1)

   

Average Yield/ Rate(1)

 

Assets

                                                                       

Earning assets

                                                                       

Loans(2)(3)

  $ 2,353,548     $ 123,708       5.26 %   $ 2,481,215     $ 130,196       5.25 %   $ 2,538,361     $ 127,019       5.00 %

Securities available for sale

    139,276       4,620       3.32 %     171,081       5,547       3.24 %     298,389       8,115       2.72 %

Interest-bearing deposits

    338,783       14,656       4.33 %     206,629       10,850       5.25 %     46,601       2,485       5.33 %

Total earning assets

    2,831,607     $ 142,984       5.05 %     2,858,925     $ 146,593       5.13 %     2,883,351     $ 137,619       4.77 %

Other assets

    377,954                       374,398                       369,700                  

Total assets

  $ 3,209,561                     $ 3,233,323                     $ 3,253,051                  
                                                                         

Liabilities and stockholders' equity

                                                                       

Interest-bearing deposits

                                                                       

Demand deposits

  $ 660,810     $ 713       0.11 %   $ 662,584     $ 796       0.12 %   $ 686,534     $ 405       0.06 %

Savings deposits

    896,166       12,748       1.42 %     878,584       14,206       1.62 %     847,397       6,781       0.80 %

Time deposits

    220,540       4,460       2.02 %     246,035       4,636       1.88 %     267,957       2,155       0.80 %

Total interest-bearing deposits

    1,777,516       17,921       1.01 %     1,787,203       19,638       1.10 %     1,801,888       9,341       0.52 %

Borrowings

                                                                       

Federal funds purchased

    -       -       -       628       35       5.53 %     2,715       139       5.12 %

Retail repurchase agreements

    1,204       1       0.06 %     1,045       1       0.05 %     1,528       1       0.06 %

Total borrowings

    1,204       1       0.06 %     1,673       36       2.15 %     4,243       140       3.30 %

Total interest-bearing liabilities

    1,778,720       17,922       1.01 %     1,788,876       19,674       1.10 %     1,806,131       9,481       0.52 %

Noninterest-bearing demand deposits

    872,516                       882,700                       926,378                  

Other liabilities

    51,928                       47,362                       41,477                  

Total liabilities

    2,703,164                       2,718,938                       2,773,986                  

Stockholders' equity

    506,397                       514,385                       479,065                  

Total liabilities and equity

  $ 3,209,561                     $ 3,233,323                     $ 3,253,051                  
                                                                         

Net interest income, FTE(1)

          $ 125,062                     $ 126,919                     $ 128,138          

Net interest rate spread, FTE(1)

                    4.04 %                     4.03 %                     4.25 %

Net interest margin, FTE(1)

                    4.42 %                     4.44 %                     4.44 %

 


(1)

FTE basis based on the federal statutory rate of 21%. 

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recognized during the period of nonaccrual.

(3)

Interest on loans include non-cash purchase accounting accretion of $2.08 million in 2025, $2.90 million in 2024, and $2.74 million in 2023.

 

24

 

The following table presents the impact to net interest income on a FTE basis due to changes in volume (average volume times the prior year’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

 

   

Year Ended

   

Year Ended

 
   

December 31, 2025 Compared to 2024

   

December 31, 2024 Compared to 2023

 
   

Dollar Increase (Decrease) due to

   

Dollar Increase (Decrease) due to

 
                   

Rate/

                           

Rate/

         

(Amounts in thousands)

 

Volume

   

Rate

   

Volume

   

Total

   

Volume

   

Rate

   

Volume

   

Total

 

Interest earned on(1):

                                                               

Loans

  $ (6,699 )   $ 222     $ (11 )   $ (6,488 )   $ (2,860 )   $ 6,176     $ (139 )   $ 3,177  

Securities available for sale

    (1,031 )     128       (24 )     (927 )     (3,462 )     1,560       (666 )     (2,568 )

Interest-bearing deposits with other banks

    6,939       (1,911 )     (1,222 )     3,806       8,533       (38 )     (130 )     8,365  

Total interest-earning assets

    (791 )     (1,561 )     (1,257 )     (3,609 )     2,211       7,698       (935 )     8,974  
                                                                 

Interest paid on(1):

                                                               

Demand deposits

    (2 )     (81 )     -       (83 )     (14 )     420       (15 )     391  

Savings deposits

    284       (1,708 )     (34 )     (1,458 )     250       6,921       254       7,425  

Time deposits

    (480 )     340       (36 )     (176 )     (176 )     2,894       (237 )     2,481  

Federal funds purchased

    -       -       (35 )     (35 )     -       -       (104 )     (104 )

Retail repurchase agreements

    -       -       -       -       -       -       -       -  

Total interest-bearing liabilities

    (198 )     (1,449 )     (105 )     (1,752 )     60       10,235       (102 )     10,193  
                                                                 

Change in net interest income(1)

  $ (593 )   $ (112 )   $ (1,152 )   $ (1,857 )   $ 2,151     $ (2,537 )   $ (833 )   $ (1,219 )

 


(1)

FTE basis based on the federal statutory rate of 21%.

 

2025 Compared to 2024. Net interest income represented 74.40% of total net interest and noninterest income in 2025, compared to 76.25% in 2024.  The 1.85 percentage-point decline reflects a $1.85 million, or 1.47%, decrease in net interest income and a $3.50 million, or 8.88%, increase in noninterest income.  On an FTE basis, net interest income decreased $1.86 million, or 1.46%.  Net interest margin and net interest spread experienced modest changes year over year.  Net interest margin declined 2 basis points to 4.42%, while net interest spread increased 1 basis point to 4.04%. 

 

Average earning assets decreased $27.32 million, or 0.96%, due to decreases in both the average balance of loans of $127.67 million, or 5.15%, and the average balance of securities available-for-sale of $31.80 million, or 18.59%.  These decreases were offset by an increase in interest-bearing deposits with banks of $132.15 million, or 63.96%.  The yield on earning assets decreased 8 basis points, or 1.56%, due to an asset balance shift from higher-yielding loans to lower-yielding interest-bearing deposit accounts held with banks. In addition, non-cash accretion decreased $813 thousand in 2025 to $2.08 million, compared to a 2024 balance of $2.90 million.  The impact of non-cash purchase accounting accretion income on the FTE net interest margin was 8 basis points for 2025 compared to 10 basis points in 2024.  The average loan to deposit ratio declined to 88.81% in 2025, compared to 92.93% in 2024.

 

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $10.16 million, or 0.57%, primarily due to a decrease in interest-bearing deposits of $9.69 million, or 0.54%.  Interest-bearing demand deposits decreased $1.77 million, or 0.27%, and time deposits decreased $25.49 million, or 10.36%.  These decreases were offset by an increase in savings deposits of $17.58 million or 2.00%.  The yield on interest-bearings liabilities decreased 9 basis points, or 8.18%, primarily due to an average balance shift from higher rate time deposits to lower rate savings deposits.

 

2024 Compared to 2023.   

Net interest income comprised 76.25% of total net interest and noninterest income in 2024 compared to 77.32% in 2023.  Net interest income decreased $ 1.22 million, or 0.95 %.   On a FTE basis net interest income decreased $1.22 million, or 0.95%. There was no change in the FTE net interest margin; the FTE net interest spread decreased  22  basis points.  The decrease was primarily driven by an increase in interest expense due to increases in rates paid on interest-bearing deposits.
 
Average earning assets decreased $24.43 million, or 0.85%, due to decreases in both the average balance of securities available for sale of $127.31 million, or 42.67%, and the average balance of loans of $57.15 million, or 2.25%.  These decreases were offset by an increase in interest-bearing deposits with banks of $160.03 million, or 343.40%.  The yield on earning assets increased 36 basis points, or 7.55% and is attributable to an increase in interest income of $8.97 million, or 6.52%.  Interest income for interest-bearing deposits with banks increased $8.37 million, or 336.62%.  This increase was primarily driven by an increase in the average balance as noted above offset by a decrease in the yield of 8 basis points.  Interest income on loans also increased $3.18 million, or 2.50%.  The increase was primarily due to an increase in yield of 25 basis points offset by a decrease in the average balance of $57.15 million.  Interest income on securities available for sale decreased $2.57 million, or 31.65%.  The yield increased 52 basis points, however, the average balance decreased $127.31 million, or 42.67%.  The average loan to deposit ratio decreased to 92.93% from 93.04% in 2023.  Non-cash accretion increased $155 thousand, or 5.65% to $2.90 million.  The impact of non-cash purchase accounting accretion income on the FTE net interest margin was 10 basis points for 2024 compared to 9 basis points in 2023.
 
Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $17.26 million, or 0.96%, primarily due to a decrease in interest-bearing deposits of $14.69 million, or 0.81%.  Interest-bearing demand deposits decreased $23.95 million, or 3.49%, and time deposits decreased $21.92 million, or 8.18%.  Savings deposits increased $31.19 million or 3.68%.  The yield on interest-bearings liabilities increased 58 basis points and is primarily due to increased rates paid on interest-bearing deposit liabilities.

 

 

 

25

 

Provision for Credit Losses

 

2025 Compared to 2024.  The provision charged to operations decreased $3.52 million compared to 2024.  The provision expense of $72 thousand was comprised of $58 thousand related to provision expense for loans and $14 thousand related to provision expense for unfunded loan commitments.  Provision for credit losses for loans of $58 thousand was recorded compared to the provision of $4.00 million recorded in 2024.  The decrease in provision is due a loan portfolio balance decline of $101.33 million from 2024 to 2025, along with continued strong credit performance.   As noted, a $14 thousand provision for loan commitments was recorded in 2025 compared to $405 thousand recovery of provision recorded in 2024.  

 

2024 Compared to 2023.  The provision charged to operations decreased $4.39 million compared to the prior year.  The provision expense of $3.60 million was comprised of $4.00 million related to provision expense for loans and a recovery of provision of $405 thousand for unfunded loan commitments.  Provision for credit losses for loans of $4.00 million was recorded compared to the provision of $8.44 million recorded in 2023.  The decrease in provision is primarily due a much smaller required credit loss provision as the loan portfolio has experienced a decrease of $156.21 million.  Additionally, $1.61 million of the provision in the prior year was attributable to day two provision for the Surrey portfolio.  As noted above, a recovery of provision for loan commitments was recorded in 2024 of  $405 thousand compared to a recovery of provision of $450 thousand in 2023.  

 

Noninterest Income

 

The following table presents the components of, and changes in, noninterest income for the periods indicated:

 

                           

2025 Compared to 2024

   

2024 Compared to 2023

 
   

Year Ended December 31,

   

Increase

   

%

   

Increase

   

%

 
   

2025

   

2024

   

2023

   

(Decrease)

   

Change

   

(Decrease)

   

Change

 

(Amounts in thousands)

                                                       

Wealth management

  $ 4,936     $ 4,485     $ 4,179     $ 451       10.06 %   $ 306       7.32 %

Service charges on deposits

    16,768       14,012       13,996       2,756       19.67 %     16       0.11 %

Other service charges and fees

    15,024       14,392       13,647       632       4.39 %     745       5.46 %

Net gain on sale of securities

    -       -       (21 )     -       -       21       -  

Other operating income

    6,159       6,501       5,651       (342 )     -5.26 %     850       15.04 %

Total noninterest income

  $ 42,887     $ 39,390     $ 37,452     $ 3,497       8.88 %   $ 1,938       5.17 %


2025 Compared to 2024. Noninterest income comprised 25.60% of total net interest and noninterest income in 2025 compared to 23.75% in 2024, with noninterest income increasing $3.50 million, or 8.88%, in 2025.  The 2025 increase is driven mostly by a $3.39 million increase in service charges on deposits and other service charges and fees. The increase is primarily attributable to increases in non-sufficient funds fees of $2.45 million and interchange income of $854 thousand.

 

2024 Compared to 2023.   Noninterest income comprised 23.75% of total net interest and noninterest income in 2024 compared to 22.68% in 2023.  Noninterest income increased $1.94 million, or 5.17%.  Other operating income increased $850 thousand, or 15.04%.  Other operating income for 2024 included a gain of $825 thousand from the sale of two closed branch properties, while other operating income for the same period of 2023 included a gain of $204 thousand for the sale of one closed branch property.  In addition, other operating income for 2024, included a holdback payment of $184 thousand related to a prior divestiture of an insurance agency.  Other service charges and fees increased $745 thousand, or 5.46%.  The increase is primarily attributable to an increase in net interchange income of $709 thousand.

 

26

 

Noninterest Expense

 

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

 

                           

2025 Compared to 2024

   

2024 Compared to 2023

 
   

Year Ended December 31,

   

Increase

   

%

   

Increase

   

%

 
   

2025

   

2024

   

2023

   

(Decrease)

   

Change

   

(Decrease)

   

Change

 

(Amounts in thousands)

                                                       

Salaries and employee benefits

  $ 56,433     $ 51,702     $ 49,887     $ 4,731       9.15 %   $ 1,815       3.64 %

Occupancy expense

    5,680       5,286       4,967       394       7.45 %     319       6.42 %

Furniture and equipment expense

    6,148       6,368       5,878       (220 )     -3.45 %     490       8.34 %

Service fees

    10,335       9,642       8,908       693       7.19 %     734       8.24 %

Advertising and public relations

    4,071       3,861       3,300       210       5.44 %     561       17.00 %

Professional fees

    1,265       1,218       1,567       47       3.86 %     (349 )     -22.27 %

Amortization of intangibles

    1,916       2,131       1,731       (215 )     -10.09 %     400       23.11 %

FDIC premiums and assessments

    1,445       1,463       1,511       (18 )     -1.23 %     (48 )     -3.18 %

Merger expense

    2,912       -       2,393       2,912       100.00 %     (2,393 )     -100.00 %

Litigation expense

    -       1,800       3,000       (1,800 )     -100.00 %     (1,200 )     -40.00 %

Other operating expense

    14,098       13,096       12,035       1,002       7.65 %     1,061       8.82 %

Total noninterest expense

  $ 104,303     $ 96,567     $ 95,177     $ 7,736       8.01 %   $ 1,390       1.46 %

 

2025 Compared to 2024.  Non interest expense increased $7.74 million, or 8.01%, in 2025 compared to 2024.  The increase is attributed mostly to increases in salaries and employee benefits of $4.73 million, merger expense of $2.91 million and other operating expense of $1.00 million.  The increase in salaries and employee benefits is driven by a $1.27 million increase in salary expense and a $3.24 million increase in incentive compensation.  The increase in merger expense is related to the Hometown acquisition. 

 

2024 Compared to 2023.  Non interest expense increased $1.39 million, or 1.46%.  Salaries and employee benefits increased $1.82 million, other operating expense increased $1.06 million, and service fees increased $734 thousand.  The increases in non-interest expense is primarily due to the addition of the Surrey branches as well as inflationary increases.  Non interest expense for 2023 included non-recurring expense of $2.39 million in merger charges related to the Surrey acquisition.  2024 included a non-recurring charge of $1.80 million to settle a putative class action lawsuit while 2023 included a non-recurring charge of $3.00 million to accrue for the settlement of the same lawsuit.

 

Income Tax Expense

 

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies. 

 

2025 Compared to 2024. Income tax expense increased $241 thousand, or 1.71%, due primarily to an increase in pre-tax income.  The effective tax rate increased to 22.70% in 2025 compared to 21.45% in 2024.  

 

2024 Compared to 2023. Income tax expense increased $136 thousand, or 0.97% and was primarily due to the increase in pre-tax income.  The effective tax rate decreased to 21.45% in 2024 compared to 22.52% in 2023. 

 

27

 

Financial Condition

 

Total assets as of December 31, 2025, decreased $1.57 million, or 0.05%, to $3.26 billion. The decrease is attributable mostly to a decline in loans of $101.33 million, or 4.19%, and a decline in securities available for sale of $37.16 million, or 21.88%, which is offset by an increase in cash and cash equivalents of $134.79 million, or 35.71%.  Total liabilities increased $24.27 million, or 0.89%, and is primarily attributable to an increase in interest, taxes and other liabilities of $29.88 million.  Stockholders' equity decreased $25.84 million, or 4.91%.  The equity decrease is primarily attributable to two special dividends being declared in 2025, in the amount of $3.07 per common share.

 

Investment Securities

 

Our investment securities are used to generate interest income through the deployment of excess funds, to fund loan demand or deposit liquidation, to pledge as collateral where required, and to make selective investments for Community Reinvestment Act purposes. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. Available-for-sale debt securities as of December 31, 2025, decreased $37.16 million, or 21.88%, compared to December 31, 2024. The decrease was primarily due to the sale of $136.71 million in maturities, prepayments, and calls in securities available for sale; offset by purchases of $93.76 million.  The market value of debt securities available for sale as a percentage of amortized cost was 92.95% as of December 31, 2025, compared to 91.97% as of December 31, 2024. There were no held-to-maturity debt securities as of December 31, 2025, or 2024. 

 

The following table provides information about our investment portfolio as of the dates indicated:

 

   

December 31,

 
   

2025

   

2024

 

(Amounts in years)

               

Average life

    6.60       5.69  

Average duration

    4.19       3.52  

 

There were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of our total consolidated shareholders’ equity as of December 31, 2025 or 2024.

 

28

 

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. Based on the application of the new standard, and that all debt securities available for sale in an unrealized loss position as of December 31, 2025, continue to perform as scheduled, we do not believe that a provision for credit losses is necessary in 2025. We recognized no impairment charges in earnings associated with debt securities in 2025. For additional information, see Note 1, “Basis of Presentation and Significant Accounting Policies,” and Note 3, “Debt Securities,” to the Consolidated Financial Statements in Item 8, of this report.

 

Loans Held for Investment

 

Loans held for investment, our largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose. The general characteristics of each loan segment are as follows:

 

 

Commercial loans – This segment consists of loans to small and mid-size industrial, commercial, and service companies. Commercial real estate projects represent a variety of sectors of the commercial real estate market, including single family and apartment lessors, commercial real estate lessors, and hotel/motel operators. Commercial loan underwriting guidelines require that comprehensive reviews and independent evaluations be performed on credits exceeding predefined size limits. Updates to these loan reviews are done periodically or annually depending on the size of the loan relationship.

 

Consumer real estate loans – This segment consists of largely of loans to individuals within our market footprint for home equity loans and lines of credit and for the purpose of financing residential properties. Residential real estate loan underwriting guidelines require that borrowers meet certain credit, income, and collateral standards at origination.

 

Consumer and other loans – This segment consists of loans to individuals within our market footprint that include, but are not limited to, automobile, credit cards, personal lines of credit, boats, mobile homes, and other consumer goods. Consumer loan underwriting guidelines require that borrowers meet certain credit, income, and collateral standards at origination.

 

Total loans held for investment, net of unearned income, as of December 31, 2025, decreased $101.33 million, or 4.19%, compared to December 31, 2024.  We had no foreign loans or loan concentrations to any single borrower or industry, which are not otherwise disclosed as a category of loans that represented 10% or more of outstanding loans, as of December 31, 2025 or 2024. For additional information, see Note 4, “Loans,” to the Consolidated Financial Statements in Item 8 of this report.

 

29

 

The following table presents the maturities and rate sensitivities of the loan portfolio as of December 31, 2025:

 

(Amounts in thousands)

 

Due in One Year or Less

   

Due After One Year Through Five Years

   

Due After Five Through Fifteen Years

   

Due After Fifteen Years

   

Total

 

Commercial loans

                                       

Construction, development, and other land(1)

  $ 4,705     $ 9,902     $ 31,812     $ 17,482     $ 63,901  

Commercial and industrial

    31,028       128,499       57,642       26,814       243,983  

Multi-family residential

    12,515       55,875       83,228       39,868       191,486  

Single family non-owner occupied

    2,880       10,878       75,947       82,213       171,918  

Non-farm, non-residential

    45,471       159,441       305,601       327,945       838,458  

Agricultural

    1,184       6,523       4,858       899       13,464  

Farmland

    955       1,892       6,232       1,646       10,725  

Total commercial loans

    98,738       373,010       565,320       496,867       1,533,935  

Consumer real estate loans

                                       

Home equity lines

    5,989       14,194       56,677       5,904       82,764  

Single family owner occupied

    2,684       12,946       164,753       451,965       632,348  

Owner occupied construction

    5       16       350       5,234       5,605  

Total consumer real estate loans

    8,678       27,156       221,780       463,103       720,717  

Consumer and other loans

                                       

Consumer loans

    3,536       42,490       10,843       1,584       58,453  

Other

    1,650       -       -       -       1,650  

Total consumer and other loans

    5,186       42,490       10,843       1,584       60,103  

Total loans

  $ 112,602     $ 442,656     $ 797,943     $ 961,554     $ 2,314,755  
                                         

Rate sensitivities

                                       

Predetermined interest rate

  $ 62,624     $ 384,593     $ 526,493     $ 570,279     $ 1,543,989  

Floating or adjustable interest rate

    49,978       58,063       271,450       391,275       770,766  

Total loans

  $ 112,602     $ 442,656     $ 797,943     $ 961,554     $ 2,314,755  

 


(1)

Construction loans include construction to permanent loans that have not yet converted to regular principal and interest payments.

 

30

 

Risk Elements

 

We seek to mitigate credit risk by following specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. The Company has a loan review function independent of credit administration that performs a risk-based review of a sample of loans and loan relationships in the Company's commercial portfolio and conducts analytical review of credit quality on the Company's non-commercial portfolios.

 

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, modified loans past due 90 days or more, and other real estate owned ("OREO"). Prior to the adoption of ASU 2022-02, unseasoned troubled debt restructurings ("TDRs") were included in nonperforming assets.  Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts.  For additional information, see Note 5, “Credit Quality,” to the Consolidated Financial Statements in Item 8 of this report.

 

The following table presents the components of nonperforming assets and related information as of the periods indicated:

 

   

December 31,

 

(Amounts in thousands)

 

2025

   

2024

   

2023

   

2022

   

2021

 

Nonperforming

                                       

Nonaccrual loans (1)

  $ 13,941     $ 19,869     $ 19,356     $ 15,208     $ 20,768  

Accruing loans past due 90 days or more

    212       149       104       142       87  

TDRs'(2)(3)

    -       -       -       1,346       1,367  

Total non-covered nonperforming loans

    14,153       20,018       19,460       16,696       22,222  

OREO

    -       521       192       703       1,015  

Total nonperforming assets

  $ 14,153     $ 20,539     $ 19,652     $ 17,399     $ 23,237  
                                         

Additional Information

                                       

Total modified loans (1)

  $ 2,442     $ 2,260     $ 2,046     $ -     $ -  

Total Accruing TDRs (2)

    -       -       -       7,112       8,652  

Gross interest income that would have been recorded under the original terms of restructured and nonperforming loans

    868       1,195       969       883       1,129  

Actual interest income recorded on restructured and nonperforming loans

    2       5       6       388       422  
                                         

Total ratios

                                       

Nonperforming loans to total loans

    0.61 %     0.83 %     0.76 %     0.70 %     1.03 %

Nonperforming assets to total assets

    0.43 %     0.63 %     0.60 %     0.55 %     0.73 %

Allowance for credit losses to nonperforming loans

    217.35 %     173.97 %     185.97 %     183.01 %     125.36 %

Allowance for credit losses to total loans

    1.33 %     1.44 %     1.41 %     1.27 %     1.29 %

 


(1) Nonaccrual loans include one modified loan past due 90 days or more of $21 thousand.

(2)

TDRs restructured within the past six months, and nonperforming TDRs exclude nonaccrual TDRs of $1.80 million, and $1.18 million for the two years ended December 31, 2022.  They were included in nonaccrual loans as reported prior to the adoption of ASU 2022-02.

(3)

Total accruing TDRs exclude nonaccrual TDRs of $2.52 million, $2.34 million, and for the two years ended December 31, 2022.  They were included in nonaccrual loans as reported prior to the adoption of ASU 2022-02.

 

31

 

Nonperforming assets as of December 31, 2025, decreased $6.39 million, or 31.09%, from December 31, 2024, with the largest decreases attributable to nonaccrual loans of $5.93 million, or 29.84%, and OREO of $521 thousand.    As of December 31, 2025, nonaccrual loans were largely attributed to single family owner occupied $8.26 million, or 59.22%, non-farm, non-residential real estate $1.27 million, or 9.13%, and commercial and industrial loans $1.32 million, or 9.45%.  Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for credit losses based on management's estimate of loss at ultimate resolution.

 

Delinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $27.85 million as of December 31, 2025, a decrease of $9.70 million, or 25.83%, compared to $37.55 million as of December 31, 2024. Delinquent loans as a percent of total loans decreased in 2025 to 1.20%, compared to 1.49% in 2024.  The delinquent loans consist of past due loans, or 0.60%, of total loans, and nonaccrual loans, or 0.60%, of total loans. 

 

When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms.  As noted above, ASU 2022-02, eliminated and replaced the accounting guidance for borrowers experiencing financial difficulties previously applied under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors.  ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, discloses loans for borrowers experiencing financial difficulty as modified loans.  Total loans modified as of December 31, 2025, were $2.44 million as compared to $2.26 million reported as of December 31, 2024.  

 

OREO property is carried at the lesser of estimated net realizable value or cost.  As of December 31, 2025, no OREO property was held by the Company.  The net loss on the sale of OREO was $193 thousand in 2025, $28 thousand in 2024, and $84 thousand in 2023. The following table presents the changes in OREO during the periods indicated:

 

   

Year Ended December 31,

 
   

2025

   

2024

 

(Amounts in thousands)

               

Beginning balance

  $ 521     $ 192  

Additions

    192       798  

Disposals

    (712 )     (420 )

Valuation adjustments

    (1 )     (49 )

Ending balance

  $ -     $ 521  

 

Allowance for Credit Losses (ACL)

 

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s measurement of credit losses policy adheres to GAAP as well as interagency guidance. The Company's ACL is calculated using collectively evaluated and individually evaluated loans.

 

For collectively evaluated loans, the Company in general uses two modeling approaches to estimate expected credit losses. The Company projects the contractual run-off of its portfolio at the segment level and incorporates a prepayment assumption in order to estimate exposure at default. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

 

32

 

In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The Company utilized call report data to measure historical credit loss experience with similar risk characteristics within the segments. For the majority of segment models for collectively evaluated loans, the Company incorporated at least one macroeconomic driver either using a statistical regression modeling methodology or simple loss rate modeling methodology.

 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures, management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e. formulaic model results). Each period, the Company considers qualitative factors that are relevant within the qualitative framework.  For further discussion of our Allowance for Credit Losses - See Note 1 - "Basis of Presentation - Significant Accounting Policies".

 

As of December 31, 2025, the balance of the ACL for loans was $30.76 million, or 1.33% of total loans. The ACL at December 31, 2025, decreased $4.06 million from the balance of $34.83 million recorded December 31, 2024. This decrease included a provision of $58 thousand and net charge-offs for the twelve months of $4.12 million.  

 

At December 31, 2025, the Company also had an allowance for unfunded commitments of $355 thousand compared to $341 thousand in 2024. The allowance for unfunded commitments is recorded in Other Liabilities on the balance sheet.  During 2025, there was a provision for credit losses on unfunded commitments of $14 thousand.  The provision for credit losses on unfunded commitments is recorded in provision expense on the Statement of Income.  

 

Management considered the allowance adequate as of December 31, 2025; however, no assurance can be made that additions to the allowance will not be required in future periods. For additional information, see “Allowance for Credit Losses or ("ACL")” in the “Critical Accounting Policies” section above and Note 6, “Allowance for Credit Losses,” to the Consolidated Financial Statements in Item 8 of this report.

 

The following table presents net charge-offs by loan class, and the ratio to average loans during the periods indicated:

 

   

December 31,

 
   

2025

   

2024

   

2023

 

(Amounts in thousands)

 

Net (charge-offs) recoveries

   

Average Loans

   

Ratio of Net (charge-offs) recoveries to average loans

   

Net (charge-offs) recoveries

   

Average Loans

   

Ratio of Net (charge-offs) recoveries to average loans

   

Net (charge-offs) recoveries

   

Average Loans

   

Ratio of Net (charge-offs) recoveries to average loans

 

Commercial loans

                                                                       

Construction, development, and other land

  $ 45     $ 60,514       0.07 %   $ 50     $ 78,994       0.06 %   $ 511     $ 108,437       0.47 %

Commercial and industrial

    (555 )     265,572       -0.21 %     (293 )     232,656       -0.13 %     (8 )     216,618       0.00 %

Multi-family residential

    8       192,633       0.00 %     8       195,335       0.00 %     9       163,797       0.01 %

Single family non-owner occupied

    24       172,563       0.01 %     186       201,599       0.09 %     13       220,316       0.01 %

Non-farm, non-residential

    93       838,974       0.01 %     -       872,566       0.00 %     443       863,078       0.05 %

Agricultural

    (141 )     14,530       -0.97 %     (183 )     18,940       -0.97 %     (30 )     18,982       -0.16 %

Farmland

    102       11,104       0.92 %     27       12,707       0.21 %     30       13,856       0.21 %

Total commercial loans

    (424 )     1,555,890       -0.03 %     (205 )     1,612,797       -0.01 %     968       1,605,084       0.06 %

Consumer real estate loans

                                                                       

Home equity lines

    163       78,408       0.21 %     145       80,467       0.18 %     123       77,348       0.16 %

Single family owner occupied

    61       634,720       0.01 %     (106 )     670,292       -0.02 %     (15 )     704,217       0.00 %

Owner occupied construction

    -       10,303       0.00 %     -       11,893       0.00 %           16,778       0.00 %

Total consumer real estate loans

    224       723,431       0.03 %     39       762,652       0.01 %     108       798,343       0.01 %

Consumer and other loans

                                                                       

Consumer loans

    (3,922 )     74,227       -5.28 %     (5,200 )     105,766       -4.92 %     (5,889 )     134,934       -4.36 %

Total

  $ (4,122 )   $ 2,353,548       -0.18 %   $ (5,366 )   $ 2,481,215       -0.22 %   $ (4,813 )   $ 2,538,361       -0.19 %

 

33

 

The following table presents the allowance for loan losses by loan class, as of the dates indicated:

 

   

December 31,

 
   

2025

   

2024

 

(Amounts in thousands)

 

Balance

   

Percentage of Total Allowance

   

Balance

   

Percentage of Total Allowance

 

Commercial loans

                               

Construction, development, and other land

  $ 1,360       2.76 %   $ 2,251       2.99 %

Commercial and industrial

    2,995       10.54 %     4,862       9.64 %

Multi-family residential

    1,342       8.27 %     1,179       8.26 %

Single family non-owner occupied

    2,623       7.43 %     2,483       8.10 %

Non-farm, non-residential

    7,652       36.22 %     8,893       35.27 %

Agricultural

    89       0.58 %     600       0.69 %

Farmland

    52       0.46 %     149       0.51 %

Consumer real estate loans

                               

Home equity lines

    1,023       3.58 %     1,583       3.73 %

Single family owner occupied

    9,645       27.32 %     8,255       26.92 %

Owner occupied construction

    218       0.24 %     69       0.19 %

Consumer and other loans

                               

Consumer loans

    3,762       2.60 %     4,501       3.71 %

Total allowance

  $ 30,761       100.00 %   $ 34,825       100.00 %


Deposits

 

Total deposits as of December 31, 2025, decreased $5.92 million, or 0.22%, compared to December 31, 2024.  The decrease was driven by a decline in time deposits of $40.17 million, or 16.70%. The decline in time deposits was offset by increases in interest bearing deposits of $8.72 million, savings/MMA deposits of $12.78 million and noninterest-bearing accounts of $12.76 million.   No deposit concentrations to any single customer or industry that represented 10% or more of outstanding deposits occurred as of December 31, 2025, or 2024.

 

The following schedule presents the contractual maturities of time deposits of $250 thousand or more as of December 31, 2025:

 

(Amounts in thousands)

       

Three months or less

  $ 1,158  

Over three through six months

    1,410  

Over six through twelve months

    7,846  

Over twelve months

    5,946  
    $ 16,360  

 

Borrowings

 

Total borrowings as of December 31, 2025, increased $308 thousand, or 34.00%, compared to December 31, 2024. Total borrowings for 2025 were comprised entirely of short-term borrowings, which consist of retail repurchase agreements.  The weighted average rate of 0.06% as of December 31, 2025, increased one basis point from the weighted average rate of 0.05% as of December 31, 2024.

   

34

 

Liquidity and Capital Resources

 

Liquidity

 

Liquidity is a measure of our ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure that draws together all sources and uses of liquidity. The objective of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and to meet obligations and other commitments on a timely basis and at a reasonable cost. We seek to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet.

 

Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”) of the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities. As of December 31, 2025, management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on the Company.

 

In the ordinary course of business we have entered into contractual obligations and have made other commitments to make future payments. Refer to the accompanying notes to the Consolidated Financial Statements in Item 8 of this report for the expected timing of such payments as of December 31, 2025. These include payments related to (i) operating leases (Note - 7 Premises, Equipment, and Leases ), (ii) time deposits with stated maturity dates (Note 9 - Deposits), and (iii) commitments to extend credit and standby letters of credit (Note - 19 Litigation, Commitments, and Contingencies).

 

As a financial holding company, the Company’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of December 31, 2025, the Company’s cash reserves and short-term investment securities totaled $36.95 million and $10.93 million, respectively.  The Company’s cash reserves and investments provide adequate working capital to meet obligations and projected dividends to shareholders for the next twelve months.

 

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the FRB Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of December 31, 2025, our unencumbered cash totaled $512.24 million, unused borrowing capacity from the FHLB totaled $301.81 million, available credit from the FRB Discount Window totaled $5.85 million, available lines from correspondent banks totaled $100.00 million, and unpledged available-for-sale securities totaled $102.83 million.

 

35

  

Capital Resources

 

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholders’ equity as of December 31, 2025, decreased $25.84 million, or 4.91%, to $500.55 million from $526.39 million as of December 31, 2024.  The decrease is primarily due to regular quarterly and two special dividends being declared in 2025 in the combined total amount of $4.31 per common share, totaling $78.92 million in payments.   In addition, the Company repurchased 50,338 shares of our common stock totaling $1.85 million.  As a result, our book value per common share decreased $1.43 to $27.30 as of December 31, 2025, from $28.73 as of December 31, 2024.

 

Capital Adequacy Requirements

 

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements are based on the international capital standards known as Basel III.  Our current minimum required capital ratios are as follows:

 

 

4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 7.00% including the capital conservation buffer)

 

6.0% Tier 1 capital to risk-weighted assets (effectively 8.50% including the capital conservation buffer)

 

8.0% Total capital to risk-weighted assets (effectively 10.50% including the capital conservation buffer)

 

4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

 

The following table presents our capital ratios as of the dates indicated:

 

   

December 31,

 
   

2025

   

2024

   

2023

 

The Company

                       

Common equity Tier 1 ratio

    16.10 %     16.75 %     14.69 %

Tier 1 risk-based capital ratio

    16.10 %     16.75 %     14.69 %

Total risk-based capital ratio

    17.35 %     18.00 %     15.94 %

Tier 1 leverage ratio

    11.44 %     12.25 %     11.52 %
                         

The Bank

                       

Common equity Tier 1 ratio

    14.46 %     13.89 %     12.97 %

Tier 1 risk-based capital ratio

    14.46 %     13.89 %     12.97 %

Total risk-based capital ratio

    15.71 %     15.15 %     14.22 %

Tier 1 leverage ratio

    10.38 %     10.32 %     10.07 %

 

As of December 31, 2025, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules on a fully phased-in basis, as of December 31, 2025. For additional information, see “Capital Requirements” in Part I, Item 1 and Note 20, “Regulatory Requirements and Restrictions,” to the Consolidated Financial Statements in Item 8 of this report.

 

36

 

Market Risk and Interest Rate Sensitivity

 

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

 

In order to manage our exposure to interest rate risk, we periodically review internal and third-party simulation models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

 

As of December 31, 2025, the Federal Open Market Committee set the benchmark federal funds rate at a range of 3.50% - 3.75% basis points. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated. 

 

   

December 31,

 
   

2025

   

2024

 

Increase (Decrease) in Basis Points

 

Change in Net Interest Income

    Percent Change    

Change in Net Interest Income

    Percent Change  

(Dollars in thousands)

                               

400

  $ 8,947       7.0 %   $ 5,992       4.7 %

300

    6,681       5.2 %     4,492       3.5 %

200

    4,432       3.5 %     2,997       2.4 %

100

    2,232       1.7 %     1,505       1.2 %

(100)

    (3,888 )     -3.0 %     (2,883 )     -2.3 %

(200)

    (8,748 )     -6.9 %     (6,325 )     -5.0 %

 

We have established policy limits for tolerance of interest rate risk in various interest rate scenarios and exposure limits to changes in the economic value of equity. As of December 31, 2025, we feel our exposure to interest rate risk was adequately mitigated for the scenarios presented.

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

 

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 7 of this report.

 

37

 

Item 8.

Financial Statements and Supplementary Data.

 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

 

 

Page

   

Consolidated Balance Sheets as of December 31, 2025 and 2024

39

Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023

40

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023

41

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023

42

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023

43

Notes to Consolidated Financial Statements

44

Report of Independent Registered Public Accounting Firm Opinions on the Financial Statements and Internal Control over Financial Reporting

88

Management’s Assessment of Internal Control Over Financial Reporting

91

 

38

 

 

FIRST COMMUNITY BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

 

  

December 31,

 

`

 

2025

  

2024

 

Assets

        

Cash and due from banks

 $126,068  $78,540 

Federal funds sold

  384,141   296,997 

Interest-bearing deposits in banks

  2,031   1,917 

Total cash and cash equivalents

  512,240   377,454 

Debt securities available for sale, at fair value

  132,688   169,849 

Loans held for investment, net of unearned income

  2,314,755   2,416,089 

Allowance for credit losses

  (30,761)  (34,825)

Loans held for investment, net

  2,283,994   2,381,264 

Premises and equipment, net

  47,560   48,735 

Other real estate owned

  -   521 

Interest receivable

  8,720   9,207 

Goodwill

  143,946   143,946 

Other intangible assets

  11,098   13,014 

Other assets

  119,397   117,226 

Total assets

 $3,259,643  $3,261,216 
         

Liabilities

        

Noninterest-bearing deposits

 $896,255  $883,499 

Interest-bearing deposits

  1,789,074   1,807,748 

Total deposits

  2,685,329   2,691,247 

Securities sold under agreements to repurchase

  1,214   906 

Interest, taxes, and other liabilities

  72,553   42,671 

Total liabilities

  2,759,096   2,734,824 
         

Stockholders' equity

        

Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding

  -   - 

Common stock, $1 par value; 50,000,000 shares authorized; 27,662,570 issued and 18,334,787 outstanding at December 31, 2025; 27,599,240 shares issued and 18,321,795 shares outstanding at December 31, 2024

  18,335   18,322 

Additional paid-in capital

  170,358   169,752 

Retained earnings

  319,368   349,489 

Accumulated other comprehensive loss

  (7,514)  (11,171)

Total stockholders' equity

  500,547   526,392 

Total liabilities and stockholders' equity

 $3,259,643  $3,261,216 

 

See Notes to Consolidated Financial Statements.

 

39

 

 

FIRST COMMUNITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

 

  

Year Ended December 31,

 

(Amounts in thousands, except share and per share data)

 

2025

  

2024

  

2023

 

Interest income

            

Interest and fees on loans

 $123,343  $129,871  $126,727 

Interest on securities -- taxable

  4,224   4,958   7,345 

Interest on securities -- tax-exempt

  314   468   611 

Interest on deposits in banks

  14,654   10,845   2,482 

Total interest income

  142,535   146,142   137,165 

Interest expense

            

Interest on deposits

  17,922   19,638   9,341 

Interest on short-term borrowings

  -   36   140 

Total interest expense

  17,922   19,674   9,481 

Net interest income

  124,613   126,468   127,684 

Provision for credit losses

  72   3,597   7,985 

Net interest income after provision for loan losses

  124,541   122,871   119,699 

Noninterest income

            

Wealth management

  4,936   4,485   4,179 

Service charges on deposits

  16,768   14,012   13,996 

Other service charges and fees

  15,024   14,392   13,647 

Net loss on sale of securities

  -   -   (21)

Other operating income

  6,159   6,501   5,651 

Total noninterest income

  42,887   39,390   37,452 

Noninterest expense

            

Salaries and employee benefits

  56,433   51,702   49,887 

Occupancy expense

  5,680   5,286   4,967 

Furniture and equipment expense

  6,148   6,368   5,878 

Service fees

  10,335   9,642   8,908 

Advertising and public relations

  4,071   3,861   3,300 

Professional fees

  1,265   1,218   1,567 

Amortization of intangibles

  1,916   2,131   1,731 

FDIC premiums and assessments

  1,445   1,463   1,511 

Merger expense

  2,912   -   2,393 

Litigation expense

  -   1,800   3,000 

Other operating expense

  14,098   13,096   12,035 

Total noninterest expense

  104,303   96,567   95,177 

Income before income taxes

  63,125   65,694   61,974 

Income tax expense

  14,331   14,090   13,954 

Net income

 $48,794  $51,604  $48,020 
             
             

Earnings per common share

            

Basic

 $2.66  $2.81  $2.67 

Diluted

  2.65   2.80   2.72 

Cash dividends per common share

  4.31   1.20   1.16 

Weighted average shares outstanding

            

Basic

  18,312,570   18,349,498   17,996,373 

Diluted

  18,410,451   18,430,206   18,027,151 

 

See Notes to Consolidated Financial Statements.

 

40

 

 

FIRST COMMUNITY BANKSHARES, INC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(Amounts in thousands)

            

Net income

 $48,794  $51,604  $48,020 

Other comprehensive income, before tax

            

Available-for-sale debt securities:

            

Net unrealized gains (losses) on securities

  4,780   (754)  5,669 

Reclassification adjustment for net loss recognized in net income

  -   -   21 

Net unrealized (losses) gains on available-for-sale debt securities

  4,780   (754)  5,690 

Employee benefit plans:

            

Net actuarial (loss) gain

  (130)  440   306 

Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income

  (22)  37   38 

Net unrealized gains on employee benefit plans

  (152)  477   344 

Other comprehensive (loss) income, before tax

  4,628   (277)  6,034 

Income tax (expense) benefit

  (971)  57   (1,266)

Other comprehensive income (loss), net of tax

  3,657   (220)  4,768 

Total comprehensive income

 $52,451  $51,384  $52,788 

 

See Notes to Consolidated Financial Statements.

 

41

 

 

FIRST COMMUNITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

                          

Accumulated

     
  

Preferred

      

Common

      

Additional

      

Other

     
  

Stock

  

Preferred

  

Stock

  

Common

  

Paid-in

  

Retained

  

Comprehensive

     

(Amounts in thousands, except share and per share data)

 

Outstanding

  

Stock

  

Outstanding

  

Stock

  

Capital

  

Earnings

  

Income (Loss)

  

Total

 
                                 

Balance January 1, 2023

  -  $-   16,225,399  $16,225  $128,508  $292,971  $(15,719) $421,985 

Issuance of stock for acquisition

  -   -   2,996,786   2,997   68,357   -   -   71,354 

Net income

  -   -   -   -   -   48,020   -   48,020 

Other comprehensive loss

  -   -   -   -   -   -   4,768   4,768 

Common dividends declared -- $1.16 per share

  -   -   -   -   -   (21,089)  -   (21,089)

Equity-based compensation expense

  -   -   24,312   25   572   -   -   597 

Common stock options exercised

  -   -   4,288   4   87   -   -   91 

Issuance of stock to 401(k) plan

  -   -   19,690   20   586   -   -   606 

Repurchase of common shares -- at $29.99 per share

  -   -   (768,079)  (769)  (22,269)  -   -   (23,038)

Balance December 31, 2023

  -   -   18,502,396  $18,502  $175,841  $319,902  $(10,951) $503,294 
                                 

Balance January 1, 2024

  -  $-   18,502,396  $18,502  $175,841  $319,902  $(10,951) $503,294 

Net income

  -   -   -   -   -   51,604   -   51,604 

Other comprehensive income

  -   -   -   -   -   -   (220)  (220)

Common dividends declared -- $1.20 per share

  -   -   -   -   -   (22,017)  -   (22,017)

Equity-based compensation expense

  -   -   9,204   9   394   -   -   403 

Common stock options exercised

  -   -   51,088   52   1,358   -   -   1,410 

Issuance of stock to 401(k) plan

  -   -   16,401   16   619   -   -   635 

Repurchase of common shares -- at $33.88 per share

  -   -   (257,294)  (257)  (8,460)  -   -   (8,717)

Balance December 31, 2024

  -   -   18,321,795  $18,322  $169,752  $349,489  $(11,171) $526,392 
                                 

Balance January 1, 2025

  -  $-   18,321,795  $18,322  $169,752  $349,489  $(11,171) $526,392 

Net income

  -   -   -   -   -   48,794   -   48,794 

Other comprehensive loss

  -   -   -   -   -   -   3,657   3,657 

Common dividends declared -- $1.24 per share

  -   -   -   -   -   (22,674)  -   (22,674)

Special dividends declared -- $3.07 per share

  -   -   -   -   -   (56,241)  -   (56,241)

Equity-based compensation expense

  -   -   34,913   35   1,460   -   -   1,495 

Common stock options exercised

  -   -   8,880   9   239   -   -   248 

Issuance of stock to 401(k) plan

  -   -   19,537   19   708   -   -   727 

Repurchase of common shares -- at $36.80 per share

  -   -   (50,338)  (50)  (1,801)  -   -   (1,851)

Balance December 31, 2025

  -   -   18,334,787  $18,335  $170,358  $319,368  $(7,514) $500,547 

 

See Notes to Consolidated Financial Statements.

 

42

 

 

FIRST COMMUNITY BANKSHARES, INC.

Consolidated Statements of Cash Flows

 

  

Year Ended December 31,

 

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Operating activities

            

Net income

 $48,794  $51,604  $48,020 

Adjustments to reconcile net income to net cash provided by operating activities

            

Provision for credit losses

  72   3,597   7,985 

Depreciation and amortization of premises and equipment

  3,740   4,349   3,954 

Accretion of discounts on investments, net

  (1,000)  (998)  (2,471)

Amortization of intangible assets

  1,916   2,131   1,731 

Accretion on acquired loans

  (2,085)  (2,897)  (2,743)

Equity-based compensation expense

  1,495   403   597 

Issuance of common stock to 401(k) plan

  727   635   606 

Loss (gain) on sale of premises and equipment, net

  3   (815)  (189)

Provision expense and loss on sale of other real estate owned

  193   29   84 

Loss on sale of securities

  -   -   21 

Dividend payable

  18,315   -   - 

Increase (decrease) in other operating activities

  (9,425)  (299)  4,233 

Net cash provided by operating activities

  62,745   57,739   61,828 

Investing activities

            

Proceeds from sale of available for sale securities

  -   -   38,979 

Proceeds from maturities, prepayments, and calls of securities available for sale

  136,706   221,335   83,586 

Payments to acquire securities available for sale

  (93,764)  (109,979)  (74,103)

Proceeds from repayments of loans, net

  99,106   152,942   64,538 

Proceeds from bank owned life insurance

  -   585   - 

Redemption of (payments for) FHLB stock, net

  29   265   (877)

Net cash provided by acquisitions and divestitures

  -   -   176,684 

Proceeds from sale of premises and equipment

  -   1,129   1,827 

Payments to acquire premises and equipment

  (2,742)  (2,807)  (2,770)

Proceeds from sale of other real estate owned

  519   440   798 

Net cash provided by investing activities

  139,854   263,910   288,662 

Financing activities

            

Increase (decrease) in noninterest-bearing deposits, net

  12,756   (48,421)  (98,637)

(Decrease) increase in interest-bearing deposits, net

  (18,674)  17,343   (261,488)

Changes in securities sold under agreements to repurchase, net

  308   (213)  (755)

Proceeds from stock options exercised

  248   1,410   91 

Payments for repurchase of common stock

  (1,851)  (8,717)  (23,038)

Payments of common stock dividends

  (60,600)  (22,017)  (21,089)

Net cash used in financing activities

  (67,813)  (60,615)  (404,916)

Net increase (decrease) in cash and cash equivalents

  134,786   261,034   (54,426)

Cash and cash equivalents at beginning of period

  377,454   116,420   170,846 

Cash and cash equivalents at end of period

 $512,240  $377,454  $116,420 
             

Supplemental disclosure -- cash flow information

            

Cash paid for interest

 $16,472  $19,350  $9,084 

Cash paid for income taxes

  9,850   13,385   11,783 
             

Supplemental transactions -- non-cash items

            

Transfer of loans to other real estate

  192   798   391 

Loans originated to finance the sale of other real estate

  -   -   20 

Change in accumulated other comprehensive income/(loss)

  3,657   (220)  4,768 

Acquisitions:

            

Fair value of assets acquired

  -   -   466,247 

Fair value of liabilities assumed

  -   -   409,258 

Net assets acquired

  -   -   71,370 

Common stock issued in acquisition

  -   -   71,354 

 

See Notes to Consolidated Financial Statements.

 

43

 

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Basis of Presentation and Significant Accounting Policies

 

Basis of Presentation

 

First Community Bankshares, Inc. (the “Company”) is a financial holding company incorporated under the laws of the Commonwealth of Virginia. The Company’s principal executive office is located in Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874. The Bank offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management (“FCWM”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

Principles of Consolidation

 

The Company’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries and eliminate all intercompany balances and transactions. The Company operates in one business segment, Community Banking, which consists of all operations, including commercial and consumer banking, lending activities, and wealth management.  

 

The Company maintains investments in variable interest entities (“VIEs”). VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE. The Company periodically reviews its VIEs and has determined that it is not the primary beneficiary of any VIE; therefore, the assets and liabilities of these entities are not consolidated into the financial statements.

 

Reclassification

 

Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow.

 

Use of Estimates

 

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

 

Summary of Significant Accounting Policies

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able to transact, and willing to transact.

 

44

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The fair value hierarchy ranks the inputs used in measuring fair value as follows:

 

 

Level 1 – Observable, unadjusted quoted prices in active markets

 

Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

 

Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

 

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash and due from banks, federal funds sold, and interest-bearing balances on deposit with the Federal Home Loan Bank ("FHLB"), the Federal Reserve Bank of Richmond ("FRB"), and correspondent banks that are available for immediate withdrawal.

 

Investment Securities

 

Management classifies debt securities as held-to-maturity or available-for-sale based on the intent and ability to hold the securities to maturity. Debt securities that the Company has the intent and ability to hold to maturity are classified as held-to-maturity securities and carried at amortized cost. Debt securities not classified as held to maturity are classified as available-for-sale securities and carried at estimated fair value. Available-for-sale securities consist of securities the Company intends to hold for indefinite periods of time including securities to be used as part of the Company’s asset/liability management strategy and securities that may be sold for a variety of reasons. Unrealized gains and losses on available-for-sale securities are included in accumulated other comprehensive income (“AOCI”), net of income taxes, in stockholders’ equity. Gains or losses on calls, maturities, or sales of investment securities are recorded based on the specific identification method and included in noninterest income. Premiums are amortized to first call date and discounts are accreted over the life of a security into interest income.

 

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. The Company evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value.  The nature of the collateral is considered along with potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate changes since purchase, volatility of the security’s fair value and historical loss information for financial assets secured with similar collateral among other factors.  Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses in the Statement of Income and establish an allowance for credit losses on the Balance Sheet.

 
The Company excludes the accrued interest receivable, from the amortized cost basis in measuring expected credit losses on the investment securities and it does not record an allowance for credit losses on accrued interest receivable.  As of  December 31, 2025, the accrued interest receivable for investment securities available for sale was $ 681  thousand compared to $ 694 thousand as of  December 31, 2024.

 

Other Investments

 

As a condition of membership in the FHLB and the Federal Reserve, the Company is required to hold a minimum level of stock in the FHLB of Atlanta and the FRB of Richmond. These securities are carried at cost and periodically reviewed for impairment. The total investment in FHLB and FRB stock, which is included in other assets, was $12.75 million as of  December 31, 2025, and $12.78 million as of  December 31, 2024.

 

The Company owns certain long-term equity investments without readily determinable fair values, including certain tax credit limited partnerships and various limited liability companies that manage real estate investments, facilitate tax credits, and provide title insurance and other related financial services. These investments are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The total carrying value in these investments, which is included other assets, totaled $3.55 million as of December 31, 2025, and $3.62 million as of December 31, 2024.  

 

45

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Business Combinations

 

The Company accounts for business combinations using the acquisition method of accounting as outlined in using Topic 805 of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). Under this method, all identifiable assets acquired, including purchased loans, and liabilities assumed are recorded at fair value. Any excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. In instances where the price of the acquired business is less than the net assets acquired, a gain on the purchase is recorded. Fair values are assigned based on quoted prices for similar assets, if readily available, or appraisals by qualified independent parties for relevant asset and liability categories. Certain financial assets and liabilities are valued using discount models that apply current discount rates to streams of cash flow. Valuation methods require assumptions, which can result in alternate valuations, varying levels of goodwill or bargain purchase gains, or amortization expense or accretion income. Management must make estimates for the useful or economic lives of certain acquired assets and liabilities that are used to establish the amortization or accretion of some intangible assets and liabilities, such as core deposits. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information about the closing date fair values becomes available. Acquisition and divestiture activities are included in the Company’s consolidated results of operations from the closing date of the transaction. Acquisition and divestiture related costs are recognized in noninterest expense as incurred. For additional information, see “Purchased Credit Deteriorated Loans” and “Intangible Assets” below.

 

Loans Held for Investment

 

Loans classified as held for investment are originated with the intent to hold indefinitely, until maturity, or until pay-off. Loans held for investment are carried at the principal amount outstanding, net of unearned income and any necessary write-downs to reduce individual loans to net realizable value. Interest income on performing loans is recognized as interest income at the contractual rate of interest. Loan origination fees, including loan commitment and underwriting fees, are reduced by direct costs associated with loan processing, including salaries, legal review, and appraisal fees. Net deferred loan fees are deferred and amortized over the life of the related loan or commitment period.

 

Purchased Performing Loans. Purchased loans that are deemed to be performing at the acquisition date are accounted for using the contractual cash flow method of accounting, which results in the loans being recorded at fair value with a credit discount. The fair value discount or premium is accreted or amortized, as the case may be, as an adjustment to yield over the estimated contractual lives of the loans.

 

Purchased Credit Deteriorated (“PCD”) Loans. Purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e. allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition date, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the fair value and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired purchased credit impaired loans were treated as PCD loans.

 

Individually Evaluated Loans and Nonperforming Assets.  The Company maintains an active and robust problem credit identification system through its ongoing credit review function.  When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company currently maintains a net book balance threshold of $500,000 for individually-evaluated loans. Generally, individually-evaluated loans are on nonaccrual status. Based on the threshold above, consumer loans will generally remain in pools unless they meet the dollar threshold and foreclosure is probable. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.  The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on "AIR".  The accrual of interest, which is based on the daily amount of principal outstanding, on individually evaluated loans is generally continued unless the loan becomes delinquent 90 days or more.

 

Loans are considered past due when either principal or interest payments become contractually delinquent by 30 days or more. The Company’s policy is to discontinue the accrual of interest, if warranted, on loans based on the payment status, evaluation of the related collateral, and the financial strength of the borrower. Loans that are 90 days or more past due are placed on nonaccrual status. Management may elect to continue the accrual of interest when the loan is well secured and in process of collection. When interest accruals are discontinued, interest accrued and not collected in the current year is reversed from income, and interest accrued and not collected from prior years is charged to the allowance for credit losses. Nonaccrual loans may be returned to accrual status when all principal and interest amounts contractually due, including past due payments, are brought current; the ability of the borrower to repay the obligation is reasonably assured; and there is generally a period of at least six months of repayment performance by the borrower in accordance with the contractual terms.

 

46

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Seriously delinquent loans are evaluated for loss mitigation options. Closed-end retail loans are generally charged off against the allowance for credit losses when the loans become 120 days past due. Open-end retail loans and residential real estate secured loans are generally charged off when the loans become 180 days past due. Unsecured loans are generally charged off when the loans become 90 days past due. All other loans are charged off against the allowance for credit losses after collection attempts have been exhausted, which generally is within 120 days. Recoveries of loans previously charged off are credited to the allowance for credit losses in the period received.

 

Effective January 1, 2023, the Company adopted Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  The allowance for credit losses incorporates an estimate of lifetime credit losses and is recorded on each asset upon origination.  The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty.  The Company uses a probability of default/loss given default model to determine the allowance for credit losses.  An assessment of whether a borrower is experiencing financial difficulty is made at the time of the modification.

 

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification.  Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.  Additionally, the Company may allow a loan to go interest only for a specified period of time.

 

Other real estate owned (“OREO”) acquired through foreclosure, or other settlement, is carried at the lower of cost or fair value less estimated selling costs. The fair value is generally based on current third-party appraisals. When a property is transferred into OREO, any excess of the loan balance over the net realizable fair value is charged against the allowance for credit losses. Operating expenses, gains, and losses on the sale of OREO are included in other noninterest expense in the Company’s consolidated statements of income after any fair value write-downs are recorded as valuation adjustments.

 

Allowance for Credit Losses (ACL)

 

The Company reviews our allowance for credit losses quarterly to determine if it is sufficient to absorb expected credit losses in the portfolio. This determination requires management to make significant estimates and assumptions. While the Company uses its best judgment and available information, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of regulatory authorities towards loan classifications. These uncertainties may result in material changes to the allowance for credit losses in the near term; however, the amount of the change cannot reasonably be estimated.

 

The ACL is an estimate of losses that will result from the inability of borrowers to make required loan payments.  The Company established the incremental increase in the ACL at the adoption through retained earnings and subsequent adjustments will be made through a provision for credit losses charged to earnings.  Loans charged off are recorded against the ACL and subsequent recoveries increase the ACL when they are recognized.

 

A systematic methodology is used to determine ACL for loans held for investment and certain off-balance sheet credit exposures.  The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio.  The Company considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio.  The Company’s estimate of its ACL involves a high degree of judgement and reflects management’s best estimate within the range of expected credit losses.  The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses.  The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

 

The Company collectively evaluates loans that share similar risk characteristics.  In general, loans are segmented by loan purpose.  The Company collectively evaluates loans within the following consumer and commercial segments:  Loans secured by 1-4 Family Properties, Home Equity Lines of Credit (“HELOC”), Owner Occupied Construction Loans, Consumer Loans, Commercial and Industrial, Multi-family, Non-farm/Non-residential Property, Commercial Construction/A&D/other Land Loans, Agricultural Loans, Loans Secured by Farmland, and Other Consumer Loans (Overdrafts).

 

Risk characteristics of residential real estate loans which include loans secured by Single family properties, HELOC, and Owner occupied construction loans are dependent upon individual borrowers who are affected by changes in general economic conditions, real estate valuations, and the demand for housing.  Commercial and Industrial, Multi-family residential, Non-farm/non-residential, Agricultural, and Loans secured by Farmland are similar in that they are generally dependent upon the borrower's internal cash flow from operations to service the debt and changes in general economic conditions.  Commercial construction, Development, and other land loans, Consumer, and Other consumer loans (open pool) are similar in that they are dependent on changes in general economic conditions.

 

For collectively evaluated loans, the Company uses a combination of discounted cash flow and open pool to estimate expected credit losses.  In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL.  The Company utilized call report data to measure its and its peers' historical credit losses experience with similar risk characteristics within the segments over an economic cycle.  The Company reviewed the historical loss information to appropriately adjust for differences in current asset specific risk characteristics.  Also considered were further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that existed for the period over which historical information was evaluated.  For the majority of the segments of collectively evaluated loans, the Company incorporated at least one macroeconomic driver using a statistical regression modeling methodology.

 

The Company considers forward-looking information in estimated expected credit losses.  The Company subscribes to a third-party service which provides summary detail of dozens of economic forecasts.  Using that information and other publicly available economic forecasts, management determines the economic variables to use for the one-year reasonable and supportable forecast period.  Management has determined that the forecast period is consistent with how the Company has historically forecasted for its profitability planning and capital management.  Management has evaluated the appropriateness of the reasonable and supportable forecast for the current period along with the inputs used in the estimation of expected credit losses.  For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to historical loss information over eight quarters using a straight-line approach.  Management may apply different reversion techniques depending on the economic environment for the financial asset portfolio and as of the current period has utilized a linear reversion technique. 

 

47

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance sheet credit exposures, The Company considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process.  These qualitative adjustments either increase or decrease the quantitative model estimation.  Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following:  1) changes in lending policies and procedures, 2) changes in economic conditions, 3) changes in portfolio nature and volume, 4) changes in management, 5) changes in past due loans, 6) changes in the quality of the Company’s credit review system, 7) changes in the value of underlying collateral, 8) the effect of concentrations of credit, and 9) the effect of other external factors.

 

When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company currently maintains a net book balance threshold of $500,000 for individually-evaluated loans. Generally, individually-evaluated loans are on nonaccrual status. Based on the threshold above, consumer loans will generally remain in pools unless they meet the dollar threshold and foreclosure is probable. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

 

When loans are acquired, they are identified as either purchased credit deteriorated ("PCD") or non-PCD.  PCD loans represent assets that are acquired with evidence of more than insignificant credit quality deterioration since the origination of the loans as of the acquisition date.  The ACL for PCD assets is recognized within the business combination accounting with no initial impact to net income.  Changes is estimates of expected credit losses on PCD loans after acquisition are recognized as provision expense (or reversal of provision expense) in subsequent periods as they arise.      

 

Non-PCD loans acquired are generally estimated at fair value using a discounted cash flow approach with assumptions of discount rate, remaining life, prepayments, probability of default, and loss given default.  The actual cash flows on these loans could differ materially from the fair value estimates.  The amount we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the "discount" on the acquired loans.  Discounts on acquired non-PCD loans are accreted to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.  The ACL for non-PCD assets is recognized as provision expense in the same reporting period as the business combination.  Estimated credit losses for acquired loans are determined using methodologies and applying estimates and assumptions similar to originated performing loans.

 

As previously noted, effective January 1, 2023, the Company adopted Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  The allowance for credit losses incorporates an estimate of lifetime credit losses and is recorded on each asset upon origination.  The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty.  The Company uses a probability of default/loss given default model to determine the allowance for credit losses.  An assessment of whether a borrower is experiencing financial difficulty is made at the time of the modification

 

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification.  Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.  Additionally, the Company may allow a loan to go interest only for a specified period of time.

 

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the loans will be recorded as a liability on the balance sheet with an offsetting income statement expense. The Company has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As of  December 31, 2025, the liability recorded for expected credit losses on unfunded commitments in Other Liabilities was $355 thousand compared to $341 thousand as of  December 31, 2024.  The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions as used to estimate credit losses on existing funded loans. The current adjustment to the ACL for unfunded commitments is recognized through provision for credit losses in the Statement of Income. Prior to 2023, the current adjustment to the ACL for unfunded commitments was recognized through other operating expense in the Statement of Income.  For additional information, see Note 6, “Allowance for Credit Losses,” to the Consolidated Financial Statements in Item 8 of this report.  

 

Premises and Equipment

 

Premises, equipment, and leases are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Useful lives range from 5 to 10 years for furniture, fixtures, and equipment; 3 to 5 years for computer software, hardware, and data handling equipment; and 7 to 40 years for buildings and building improvements. Land improvements are amortized over a period of 20 years and leasehold improvements are amortized over the lesser of the term of the respective leases plus the first optional renewal period, when renewal is reasonably assured, or the estimated useful lives of the improvements. The Company leases various properties within its branch network. Leases generally have initial terms of up to 10 years and most contain options to renew with increases in rent. All leases are accounted for as operating leases. Maintenance and repairs are charged to current operations while improvements that extend the economic useful life of the underlying asset are capitalized. Disposition gains and losses are reflected in current operations.

 

Goodwill and Intangible Assets

 

Goodwill and intangible assets which consist of core deposit intangible assets, and other identifiable intangible assets that result from business combinations. Goodwill represents the excess of the purchase price over the fair value of net assets acquired that is allocated to the appropriate reporting unit when acquired. Core deposit intangible assets represent the future earnings potential of acquired deposit relationships that are amortized over their estimated remaining useful lives. Other identifiable intangible assets primarily represent the rights arising from contractual arrangements that are amortized using the straight-line method.

 

An interim analysis of Goodwill is performed quarterly, and goodwill is tested for impairment annually, on October 31st, or more frequently if events or circumstances indicate there may be impairment. We have one reporting unit, Community Banking.  If we elect to perform a qualitative assessment, we evaluate factors such as macroeconomic conditions, industry and market considerations, overall financial performance, changes in stock price, and progress towards stated objectives in determining if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, a quantitative test is performed; otherwise, no further testing is required. The quantitative test consists of comparing the fair value of our reporting unit to its carrying amount, including goodwill. If the fair value of our reporting unit is greater than its book value, no goodwill impairment exists. If the carrying amount of our reporting unit is greater than its calculated fair value, a goodwill impairment charge is recognized for the difference. 

 

Management has concluded that there was no goodwill impairment for 2025 or 2024

 

48

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Bank Owned Life Insurance

 

The Company has purchased life insurance policies on certain key executives and personnel.  The value recorded on the balance sheet is the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other changes or amounts due that are probable at settlement.

 

Other Comprehensive Income (Loss) 

 

Other comprehensive income (loss) includes unrealized gains and losses on securities available-for-sale and changes in the funded status of the nonqualified domestic, noncontributory defined benefit plans which are recognized as separate components of equity.

 

Loss Contingencies

 

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonable estimated.  For additional information, see Note 19, “Litigation, Commitments, and Contingencies,” to the Consolidated Financial Statements in Item 8 of this report.  

 

Securities Sold Under Agreements to Repurchase

 

Securities sold under agreements to repurchase are generally accounted for as collateralized financing transactions and recognized as short-term borrowings in the Company’s consolidated balance sheets. Securities, generally U.S. government and federal agency securities, pledged as collateral under these arrangements can be sold or repledged only if replaced by the secured party. The fair value of the collateral provided to a third party is continually monitored and additional collateral is provided as appropriate.

 

Derivative Instruments

 

The Company primarily uses derivative instruments to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. Derivative instruments represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another asset to the other party based on a notional amount and an underlying asset as specified in the contract such as interest rates, equity security prices, currencies, commodity prices, or credit spreads. These derivative instruments may consist of interest rate swaps, floors, caps, collars, futures, forward contracts, and written and purchased options. Derivative contracts often involve future commitments to exchange interest payment streams or currencies based on a notional or contractual amount, such as interest rate swaps or currency forwards, or to purchase or sell other financial instruments at specified terms on a specified date, such as options to buy or sell securities or currencies. Derivative instruments are subject to counterparty credit risk due to the possibility that the Company will incur a loss because a counterparty, which may be a bank, a broker-dealer or a customer, fails to meet its contractual obligations. This risk is measured as the expected positive replacement value of contracts. Derivative contracts may be executed only with exchanges or counterparties approved by the Company’s Asset/Liability Management Committee.

 

If certain conditions are met, a derivative may be designated as a hedge related to fair value, cash flow, or foreign exposure risk. The recognition of changes in the fair value of a derivative instrument varies depending on the intended use of the derivative and the resulting designation. The Company accounts for hedges of customer loans as fair value hedges. The change in fair value of the hedging derivative and the change in fair value of the hedged exposure are recorded in earnings. Any hedge ineffectiveness is also reflected in current earnings. Changes in the fair value of derivatives not designated as hedging instruments are recognized as a gain or loss in earnings. The Company formally documents any relationships between hedging instruments and hedged items and the risk management objective and strategy for undertaking each hedged transaction. All derivative instruments are reported at fair value in the consolidated balance sheets.

 

Equity-Based Compensation

 

The cost of employee services received in exchange for equity instruments, including stock options and restricted stock awards, is generally measured at fair value on the grant date. The Black-Scholes-Merton valuation model is used to estimate the fair value of stock options at the grant date while the fair value of restricted stock awards is based on the market price of the Company’s common stock on the grant date. The Black-Scholes-Merton model incorporates the following assumptions: the expected volatility is based on the weekly historical volatility of the Company’s common stock price over the expected term of the option; the expected term is generally calculated using the shortcut method; the risk-free interest rate is based on the U.S. Department of the Treasury’s (“Treasury”) yield curve on the grant date with a term comparable to the grant; and the dividend yield is based on the Company’s dividend yield using the most recent dividend rate paid per share and trading price of the Company’s common stock. Compensation cost is recognized over the required service period, generally defined as the vesting period for stock option awards and as the restriction period for restricted stock awards. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

 

Revenue Recognition

 

Wealth management. Wealth management income represents monthly fees due from wealth management customers in consideration for managing and administrating the customers' assets. Wealth management and trust services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when the performance obligation is completed each month, which is generally the time that payment is received. Income also includes fees received from a third party broker-dealer as part of a revenue-sharing agreement for fees earned from customers that are referred to the third party. These fees are paid to the Company by the third party on a quarterly basis and recognized ratably throughout the quarter as the performance obligation is satisfied.

 

Service charges on deposits and other service charges and fees.

 

Service charges on deposits and other service charges and fees represent general service fees for account maintenance and activity and transaction-based fees that consist of transaction-based revenue, time-based revenue (service period), item-based revenue, or some other individual attribute-based revenue. Revenue is recognized when the performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed. Payment for such performance obligations is generally received at the time the performance obligations are satisfied. Other service charges and fees include interchange income from debit and credit card transaction fees.

 

49

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising Expenses

 

Advertising costs are generally expensed as incurred. The Company may establish accruals for incurred advertising expenses in the course of a fiscal year.

 

Income Taxes

 

Income tax expense is comprised of the current and deferred tax consequences of events and transactions already recognized. The Company includes interest and penalties related to income tax liabilities in income tax expense. The effective tax rate, income tax expense as a percent of pre-tax income, may vary significantly from statutory rates due to tax credits and permanent differences. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are adjusted through the provision for income taxes as changes in tax laws or rates are enacted.

 

Per Share Results

 

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of potential common stock that could be issued by the Company. Under the treasury stock method of accounting, potential common stock may be issued for stock options, non-vested restricted stock awards, performance based stock awards, and convertible preferred stock. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the period plus the number of dilutive potential common shares. The calculation of diluted earnings per common share excludes potential common shares that have an exercise price greater than the average market value of the Company’s common stock because the effect would be antidilutive.

  

50

 

Recent Accounting Standards

 

Standards Adopted 

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” The amendments in this ASU are related to the rate reconciliation and income taxes paid disclosures and are designed to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The ASU was effective for annual periods beginning January 1, 2025, and was applied on a prospective basis.  The adoption of this pronouncement did not have a material impact on the Consolidated Financial Statements.

 

Standards Not Yet Adopted

 

In November 2024, the FASB issued ASU No. 2024-03, "Expense Disaggregation Disclosures (Topic 230): Disaggregation of Income Statement Expenses". The amendment requires disclosure of disaggregated information about specific expense categories underlying certain income statement expense line items. This ASU will become effective for the Company on December 31, 2027. 

 

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets".  This amendment introduces a practical expedient available to all entities that permits an entity to assume that existing economic conditions at the balance sheet date will persist for the remaining life of current accounts receivable and current contract assets, rather than developing a full forward-looking forecast.  This ASU will become effective for the Company in 2026, on a prospective basis.  The adoption of this pronouncement is not expected to have a material impact on the Company's financial statements.

 

In November 2025, the FASB issued ASU No. 2025-08, "Financial Instruments- Credit Losses (Topic 326): Purchased Loans".  The amendment simplifies accounting for acquired loans under the current expected credit losses (CECL) model by expanding use of the gross-up method to a new category of purchased seasonal loans (PSLs).   PSLs are acquired loans purchased more than 90 days after origination or acquired in a business combination.  For PSLs, an allowance for credit loss is to be recorded at acquisition with an equal increase to amortized cost and remove credit loss expense on acquisition date.  The ASU does not apply to credit cards, Topic 606 trade receivables, and debt securities.  The Company expects to early adopt the standard in 2026, and it is not expected to have a material impact on the Company's financial statements.

 

In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Targeted Improvements to Hedge Accounting".  The amendment amends ASC Topic 815 to clarify, improve, and better align hedge accounting guidance with entities' economic risk management strategies and address implementation challenges in practice.  The ASU is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted.   The adoption of this pronouncement is not expected to have a material impact on the Company's financial statements.

 

In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements".  The amendment is to enhance the clarity, navigability, and application of interim reporting guidance in ASC Topic 270 without expanding or reducing the fundamental nature of the interim reporting framework.  The amendments clarify when interim guidance applies, the form and content of interim financial statements, and the related disclosure requirements under GAAP.  The ASU is effective for periods beginning after December 15, 2027, with early adoption permitted.  The adoption of this pronouncement is not expected to have a material impact on the Company's financial statements.

 

In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements".  The amendment consists of technical corrections, clarifications, and narrow-scope improvements that address unintended application issues and improve the clarity and usability of GAAP without making substantive changes to current accounting practice.  The amendments are intended to reduce diversity in practice and correct errors or ambiguous provisions in the Codification.  The ASU is effective for periods beginning after December 15, 2026, with early adoption permitted.  The adoption of this pronouncement is not expected to have a material impact on the Company's financial statements.

 

The Company does not expect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact on the consolidated financial statements.

 

 

Note 2.  Acquisitions and Divestitures

 

The Company consummated the acquisition of NC-based Surry Bankcorp ("Surrey"), a parent company of Surrey Bank & Trust on April 21, 2023.  The results of operations of the acquired business have been included in the Company's consolidated financial statements since the acquisition date.  All purchase accounting adjustments, transaction-related costs, and integration expenses were recognized in prior years.  No acquisition-related costs or purchase accounting adjustments, related to the Surrey acquisition, were recorded during the year ended December 31, 2025.

 

 

 

 

 

 

51

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 3. Debt Securities

 

The following tables present the amortized cost and fair value of available-for-sale debt securities, including gross unrealized gains and losses, as of the dates indicated:

 

  

December 31, 2025

 
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                

U.S. Treasury securities

 $10,924  $5  $-  $10,929 

Municipal securities

  9,288   1   (27)  9,262 

Corporate Notes

  24,890   -   (330)  24,560 

Mortgage-backed Agency securities

  97,644   330   (10,037)  87,937 

Total

 $142,746  $336  $(10,394) $132,688 

 

  

December 31, 2024

 
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                

U.S. Treasury securities

 $55,760  $10  $(1) $55,769 

Municipal securities

  13,949   2   (114)  13,837 

Corporate Notes

  28,598   -   (1,056)  27,542 

Mortgage-backed Agency securities

  86,380   -   (13,679)  72,701 
  $184,687  $12  $(14,850) $169,849 

 

The following table presents the amortized cost and fair value of available-for-sale debt securities, by contractual maturity, as of December 31, 2025. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.

 

(Amounts in thousands)

 

U.S. Treasury Securities

  

Municipal Securities

  

Corporate Notes

  

Total

 

Amortized cost maturity:

                

One year or less

 $10,924  $3,604  $5,011  $19,539 

After one year through five years

  -   5,684   19,879   25,563 

After five years through ten years

  -   -   -   - 

After ten years

  -   -   -   - 

Amortized cost

 $10,924  $9,288  $24,890   45,102 

Mortgage-backed securities

              97,644 

Total amortized cost

             $142,746 
                 

Fair value maturity:

                

One year or less

 $10,929  $3,600  $4,981  $19,510 

After one year through five years

  -   5,662   19,579   25,241 

After five years through ten years

  -   -   -   - 

After ten years

  -   -   -   - 

Fair value

 $10,929  $9,262  $24,560   44,751 

Mortgage-backed securities

              87,937 

Total fair value

             $132,688 

 

52

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following tables present the fair values and unrealized losses for available-for-sale debt securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the dates indicated:

 

  

December 31, 2025

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                        

U.S. Treasury securities

 $-  $-  $-  $-  $-  $- 

Municipal securities

  1,567   (3)  4,689   (24)  6,256   (27)

Corporate Notes

  -   -   24,560   (330)  24,560   (330)

Mortgage-backed Agency securities

  3,909   (8)  64,951   (10,029)  68,860   (10,037)

Total

 $5,476  $(11) $94,200  $(10,383) $99,676  $(10,394)

 

  

December 31, 2024

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                        

U.S. Treasury securities

 $4,984  $(1) $-  $-  $4,984  $(1)

Municipal securities

  3,914   (16)  6,638   (98)  10,552   (114)

Corporate Notes

  -   -   27,542   (1,056)  27,542   (1,056)

Mortgage-backed Agency securities

  4,100   (81)  68,601   (13,598)  72,701   (13,679)

Total

 $12,998  $(98) $102,781  $(14,752) $115,779  $(14,850)

 

There were 85 individual debt securities in an unrealized loss position as of December 31, 2025, and their combined depreciation in value represented 7.83% of the debt securities portfolio. There were 103 individual debt securities in an unrealized loss position as of December 31, 2024, and their combined depreciation in value represented 8.74 % of the debt securities portfolio.

 

There were no sales of available for sale debt securities in 2025 nor in 2024.  Approximately $38.98 million in securities available for sale were sold in 2023.  Gross gains and gross losses were $30 thousand and $51 thousand, respectively for December 31, 2023.  The carrying amount of securities pledged for various purposes totaled $29.85 million as of December 31, 2025, and $24.64 million as of December 31, 2024.    

 

In determining whether or not a security is impaired, we consider the severity of the loss as well as our intent to hold the securities to maturity or the recovery of the cost basis.  Unrealized losses have not been recognized into income as the decline in fair value is largely due to changes in interest rates and other market conditions.  Management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery.  

 

U.S. Treasury securities

 

U.S. Treasury securities are backed by the full faith and credit of the United States government.  On  December 31, 2025, the total amortized cost of available for sale U. S. Treasury securities was $10.92 million.  Based on management's analysis and judgement, there were no credit losses attributable to U.S. Treasury securities on December 31, 2025.

 

Municipal securities

 

Municipal securities are securities issued by various municipalities in the United States.  At  December 31, 2025, the total amortized cost of available for sale Municipal securities was $9.29 million.  The majority of the portfolio was rated AA or higher, with no securities rated below investment grade at year-end.  Based on management's analysis and judgement, there were no credit losses attributable to Municipal securities at December 31, 2025.

 

Corporate Notes

 

Corporate notes are debt obligations issued by public or private corporations.  As of  December 31, 2025, the total amortized cost of available for sale Corporate notes were $24.89 million.  The majority of the portfolio was rated AA or higher, with no securities rated below investment grade at year-end.  Based on management's analysis and judgement, there were no credit losses attributable to Corporate note securities at December 31, 2025.

 

Mortgage-backed Agency securities

 

Mortgage-backed Agency securities within the Company's portfolio are issued by Ginnie Mae, Fannie Mae, and Freddie Mac.  As of  December 31, 2025, the total amortized cost of available for sale mortgage-backed Agency securities was $97.64 million.  Each agency provides a guarantee of full and timely payments of principal and interest by the issuing agency.  Based on management's analysis and judgement, there were no credit losses attributable to mortgage-backed Agency securities at December 31, 2025.

  

53

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 4. Loans

 

The Company groups loans into three segments (commercial loans, consumer real estate loans, and consumer and other loans) with each segment divided into various classes.  Customer overdrafts reclassified as loans totaled $1.65 million as of December 31, 2025, and $1.82 million as of December 31, 2024. Deferred loan fees were $4.75 million as of December 31, 2025, and $6.60 million as of December 31, 2024. For information about off-balance sheet financing, see Note 19, “Litigation, Commitments, and Contingencies,” to the Consolidated Financial Statements of this report.

 

In accordance with the adoption of ASU 2016-13, the table below reflects the loan portfolio at the amortized cost basis for the periods indicated, to include net deferred loan fees of $4.75 million as of December 31, 2025, and $6.60 million as of December 31, 2024.  Additionally, included is, the unamortized discount total related to loans acquired of $11.45 million as of  December 31, 2025, and $12.39 million as of  December 31, 2024.  Accrued interest receivable of $8.04 million as of December 31, 2025, and $8.51 million as of December 31, 2024, is accounted for separately and reported in Interest Receivable on the Consolidated Balance Sheet.

 

The following table presents loans, net of unearned income by loan class, as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

 

Commercial loans

                

Construction, development, and other land

 $63,901   2.76% $72,319   2.99%

Commercial and industrial

  243,983   10.54%  232,854   9.64%

Multi-family residential

  191,486   8.27%  199,521   8.26%

Single family non-owner occupied

  171,918   7.43%  195,588   8.10%

Non-farm, non-residential

  838,458   36.22%  852,223   35.27%

Agricultural

  13,464   0.58%  16,676   0.69%

Farmland

  10,725   0.46%  12,311   0.51%

Total commercial loans

  1,533,935   66.26%  1,581,492   65.46%

Consumer real estate loans

                

Home equity lines

  82,764   3.58%  90,227   3.73%

Single family owner occupied

  632,348   27.32%  650,306   26.92%

Owner occupied construction

  5,605   0.24%  4,491   0.19%

Total consumer real estate loans

  720,717   31.14%  745,024   30.84%

Consumer and other loans

                

Consumer loans

  58,453   2.53%  87,758   3.63%

Other

  1,650   0.07%  1,815   0.08%

Total consumer and other loans

  60,103   2.60%  89,573   3.71%

Total loans held for investment, net of unearned income

 $2,314,755   100.00% $2,416,089   100.00%

    

54

   
 

Note 5. Credit Quality

 

The Company uses a risk grading matrix to assign a risk grade to each loan in its portfolio. Loan risk ratings may be upgraded or downgraded to reflect current information identified during the loan review process. The general characteristics of each risk grade are as follows:

 

 

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

 

Special Mention -- This grade is assigned to loans that require an above average degree of supervision and attention. These loans have the characteristics of an asset with acceptable credit quality and risk; however, adverse economic or financial conditions exist that create potential weaknesses deserving of management’s close attention. If potential weaknesses are not corrected, the prospect of repayment may worsen.

 

Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms.

 

Doubtful -- This grade is assigned to loans that have the weaknesses inherent in substandard loans; however, the weaknesses are so severe that collection or liquidation in full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the amount of loss cannot yet be determined.

 

Loss -- This grade is assigned to loans that will be charged off or charged down when payments, including the timing and value of payments, are uncertain. This risk grade does not imply that the asset has no recovery or salvage value, but simply means that it is not practical or desirable to defer writing off, either all or a portion of, the loan balance even though partial recovery may be realized in the future.

 

The following tables present the recorded investment of the loan portfolio, by loan class and credit quality, as of the dates indicated. 

 

  

December 31, 2025

 
      

Special

                 

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 

Commercial loans

                        

Construction, development, and other land

 $63,434  $119  $348   -   -  $63,901 

Commercial and industrial

  239,949   672   3,362   -   -   243,983 

Multi-family residential

  191,337   25   124   -   -   191,486 

Single family non-owner occupied

  165,489   1,250   5,179   -   -   171,918 

Non-farm, non-residential

  821,442   11,326   5,690   -   -   838,458 

Agricultural

  10,377   2,909   178   -   -   13,464 

Farmland

  9,595   224   906   -   -   10,725 

Consumer real estate loans

                        

Home equity lines

  79,937   415   2,412   -   -   82,764 

Single family owner occupied

  613,279   1,364   17,705   -   -   632,348 

Owner occupied construction

  5,605   -   -   -   -   5,605 

Consumer and other loans

                        

Consumer loans

  57,504   -   949   -   -   58,453 

Other

  1,650   -   -   -   -   1,650 

Total loans

 $2,259,598  $18,304  $36,853  $-  $-  $2,314,755 

 

55

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

  

December 31, 2024

 
      

Special

                 

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 

Commercial loans

                        

Construction, development, and other land

 $69,290  $133  $2,896  $-  $-  $72,319 

Commercial and industrial

  227,108   2,045   3,701   -   -   232,854 

Multi-family residential

  194,865   3,319   1,337   -   -   199,521 

Single family non-owner occupied

  187,762   1,701   6,125   -   -   195,588 

Non-farm, non-residential

  831,821   12,572   7,830   -   -   852,223 

Agricultural

  11,144   3,589   1,943   -   -   16,676 

Farmland

  10,729   430   1,152   -   -   12,311 

Consumer real estate loans

                        

Home equity lines

  86,908   476   2,843   -   -   90,227 

Single family owner occupied

  627,853   2,047   20,406   -   -   650,306 

Owner occupied construction

  4,491   -   -   -   -   4,491 

Consumer and other loans

                        

Consumer loans

  86,177   -   1,581   -   -   87,758 

Other

  1,815   -   -   -   -   1,815 

Total loans

 $2,339,963  $26,312  $49,814  $-  $-  $2,416,089 

    

56

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following tables present the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of the dates indicated:

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving

  

Total

 

Construction, development

                                

and other land

                                

Pass

 $9,413  $8,406  $2,349  $27,258  $11,630  $4,302  $76  $63,434 

Special Mention

  -   -   -   -   -   119   -   119 

Substandard

  -   162   110   -   -   76   -   348 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $9,413  $8,568  $2,459  $27,258  $11,630  $4,497  $76  $63,901 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Commercial and industrial

                                

Pass

 $67,302  $51,979  $23,184  $38,494  $3,688  $13,398  $41,904  $239,949 

Special Mention

  138   75   59   166   -   75   159   672 

Substandard

  144   629   314   892   518   689   176   3,362 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $67,584  $52,683  $23,557  $39,552  $4,206  $14,162  $42,239  $243,983 

Current period gross write-offs

 $20  $82  $175  $228  $115  $559  $-  $1,179 

Multi-family residential

                                

Pass

 $11,385  $673  $9,176  $72,897  $39,194  $56,176  $1,836  $191,337 

Special Mention

  -   -   -   -   -   25   -   25 

Substandard

  -   -   -   93   -   31   -   124 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total multi-family residential

 $11,385  $673  $9,176  $72,990  $39,194  $56,232  $1,836  $191,486 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Non-farm, non-residential

                                

Pass

 $70,136  $36,383  $68,826  $208,994  $122,622  $301,436  $13,045  $821,442 

Special Mention

  -   434   -   2,667   3,669   4,489   67   11,326 

Substandard

  286   596   21   396   1,617   2,774   -   5,690 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total non-farm, non-residential

 $70,422  $37,413  $68,847  $212,057  $127,908  $308,699  $13,112  $838,458 

Current period gross write-offs

 $-  $-  $-  $56  $-  $24  $-  $80 

Agricultural

                                

Pass

 $3,227  $439  $1,959  $1,360  $692  $1,907  $793  $10,377 

Special Mention

  -   -   -   234   135   2,540   -   2,909 

Substandard

  -   -   84   74   18   2   -   178 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $3,227  $439  $2,043  $1,668  $845  $4,449  $793  $13,464 

Current period gross write-offs

 $-  $-  $117  $45  $-  $-  $-  $162 

Farmland

                                

Pass

 $902  $829  $896  $699  $1,151  $3,955  $1,163  $9,595 

Special Mention

  -   -   -   -   94   130   -   224 

Substandard

  -   -   -   -   -   906   -   906 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $902  $829  $896  $699  $1,245  $4,991  $1,163  $10,725 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

 

57

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving

  

Total

 

Home equity lines

                                

Pass

 $489  $231  $299  $1,053  $74  $3,459  $74,332  $79,937 

Special Mention

  -   -   -   -   -   229   186   415 

Substandard

  -   -   35   13   49   1,646   669   2,412 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total home equity lines

 $489  $231  $334  $1,066  $123  $5,334  $75,187  $82,764 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $42  $42 

Single family Mortgage

                                

Pass

 $53,580  $16,131  $41,767  $140,463  $185,508  $339,851  $1,468  $778,768 

Special Mention

  -   -   -   -   377   2,237   -   2,614 

Substandard

  63   7   811   2,598   1,968   17,437   -   22,884 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total single family owner and non-owner occupied

 $53,643  $16,138  $42,578  $143,061  $187,853  $359,525  $1,468  $804,266 

Current period gross write-offs

 $-  $-  $53  $-  $56  $49  $-  $158 

Owner occupied construction

                                

Pass

 $1,989  $3,149  $26  $49  $147  $245  $-  $5,605 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  -   -   -   -   -   -   -   - 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total owner occupied construction

 $1,989  $3,149  $26  $49  $147  $245  $-  $5,605 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Consumer loans

                                

Pass

 $13,061  $10,349  $10,916  $12,025  $4,171  $1,061  $7,571  $59,154 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  19   108   183   199   129   280   31   949 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total consumer loans

 $13,080  $10,457  $11,099  $12,224  $4,300  $1,341  $7,602  $60,103 

Current period gross write-offs

 $2,018  $596  $1,003  $1,101  $407  $95  $209  $5,429 

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving

  

Total

 

Total Loans

                                

Pass

 $231,484  $128,569  $159,398  $503,292  $368,877  $725,790  $142,188  $2,259,598 

Special Mention

  138   509   59   3,067   4,275   9,844   412   18,304 

Substandard

  512   1,502   1,558   4,265   4,299   23,841   876   36,853 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total loans

 $232,134  $130,580  $161,015  $510,624  $377,451  $759,475  $143,476  $2,314,755 

Current period gross write-offs

 $2,038  $678  $1,348  $1,430  $578  $727  $251  $7,050 

  

58

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving

  

Total

 

Construction, development

                                

and other land

                                

Pass

 $9,806  $7,378  $33,423  $12,495  $1,948  $3,589  $651  $69,290 

Special Mention

  -   -   -   -   65   68   -   133 

Substandard

  164   2,418   -   -   11   303      2,896 

Doubtful

  -   -   -   -   -   -      - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $9,970  $9,796  $33,423  $12,495  $2,024  $3,960  $651  $72,319 

Current period gross write-offs

 $-  $-  $-  $-  $1  $8  $-  $9 

Commercial and industrial

                                

Pass

 $71,241  $34,794  $50,214  $11,973  $7,332  $12,265  $39,289  $227,108 

Special Mention

  5   -   35   82   -   1,584   339   2,045 

Substandard

  193   404   831   457   465   1,351   -   3,701 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $71,439  $35,198  $51,080  $12,512  $7,797  $15,200  $39,628  $232,854 

Current period gross write-offs

 $24  $95  $351  $48  $34  $2  $-  $554 

Multi-family residential

                                

Pass

 $775  $10,084  $73,633  $42,533  $28,855  $36,150  $2,835  $194,865 

Special Mention

  -   -   -   -   -   3,319      3,319 

Substandard

  -   -   1,285   -   -   52      1,337 

Doubtful

  -   -   -   -   -   -      - 

Loss

  -   -   -   -   -   -   -   - 

Total multi-family residential

 $775  $10,084  $74,918  $42,533  $28,855  $39,521  $2,835  $199,521 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Non-farm, non-residential

                                

Pass

 $40,054  $76,285  $226,217  $140,911  $104,728  $235,001  $8,625  $831,821 

Special Mention

  154   -   565   1,758   -   10,095   -   12,572 

Substandard

  -   593   285   1,882   872   3,885   313   7,830 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -      - 

Total non-farm, non-residential

 $40,208  $76,878  $227,067  $144,551  $105,600  $248,981  $8,938  $852,223 

Current period gross write-offs

 $-  $-  $-  $-  $-  $29  $-  $29 

Agricultural

                                

Pass

 $646  $3,168  $2,723  $1,561  $245  $1,754  $1,047  $11,144 

Special Mention

  -   -   256   161   3   3,169      3,589 

Substandard

  -   429   166   25   79   1,244      1,943 

Doubtful

  -   -   -   -   -   -      - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $646  $3,597  $3,145  $1,747  $327  $6,167  $1,047  $16,676 

Current period gross write-offs

 $-  $115  $96  $19  $-  $-  $-  $230 

Farmland

                                

Pass

 $861  $1,175  $1,052  $1,389  $665  $4,429  $1,158  $10,729 

Special Mention

  -   -   -   99   -   331      430 

Substandard

  -   -   -   -   142   1,010      1,152 

Doubtful

  -   -   -   -   -   -      - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $861  $1,175  $1,052  $1,488  $807  $5,770  $1,158  $12,311 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

 

59

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving

  

Total

 

Home equity lines

                                

Pass

 $10  $106  $1,205  $100  $86  $4,175  $81,226  $86,908 

Special Mention

  -   -   -   -   -   140   336   476 

Substandard

  23   22   78   -   22   1,793   905   2,843 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total home equity lines

 $33  $128  $1,283  $100  $108  $6,108  $82,467  $90,227 

Current period gross write-offs

 $3  $-  $-  $-  $47  $-  $17  $67 

Single family Mortgage

                                

Pass

 $16,876  $47,598  $154,680  $204,443  $173,310  $218,047  $661  $815,615 

Special Mention

  -   -   -   440   -   3,308   -   3,748 

Substandard

  6   779   1,550   1,270   1,161   21,765   -   26,531 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total single family owner and non-owner occupied

 $16,882  $48,377  $156,230  $206,153  $174,471  $243,120  $661  $845,894 

Current period gross write-offs

 $-  $-  $-  $185  $-  $84  $-  $269 

Owner occupied construction

                                

Pass

 $2,387  $1,272  $318  $217  $-  $297  $-  $4,491 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  -   -   -   -   -   -   -   - 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total owner occupied construction

 $2,387  $1,272  $318  $217  $-  $297  $-  $4,491 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Consumer loans

                                

Pass

 $19,684  $20,709  $24,573  $10,590  $3,214  $1,493  $7,729  $87,992 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  94   327   532   284   30   279   35   1,581 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total consumer loans

 $19,778  $21,036  $25,105  $10,874  $3,244  $1,772  $7,764  $89,573 

Current period gross write-offs

 $1,518  $1,269  $2,277  $908  $243  $105  $373  $6,693 

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving

  

Total

 

Total Loans

                                

Pass

 $162,340  $202,569  $568,038  $426,212  $320,383  $517,200  $143,221  $2,339,963 

Special Mention

  159   -   856   2,540   68   22,014   675   26,312 

Substandard

  480   4,972   4,727   3,918   2,782   31,682   1,253   49,814 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total loans

 $162,979  $207,541  $573,621  $432,670  $323,233  $570,896  $145,149  $2,416,089 

Current period gross write-offs

 $1,545  $1,479  $2,724  $1,160  $325  $228  $390  $7,851 

 

60

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Company generally places a loan on nonaccrual status when it is 90 days or more past due.  The following table presents nonaccrual loans by loan class, as of the dates indicated:

 

  

December 31, 2025

  

December 31, 2024

 

(Amounts in thousands)

 

No Allowance

  

With an Allowance

  

Total

  

No Allowance

  

With an Allowance

  

Total

 

Commercial loans

                        

Construction, development, and other land

 $133  $-  $133  $140  $-  $140 

Commercial and industrial

  1,318   -   1,318   2,492   -   2,492 

Multi-family residential

  124   -   124   152   -   152 

Single family non-owner occupied

  1,003   -   1,003   983   -   983 

Non-farm, non-residential

  1,273   -   1,273   2,284   531   2,815 

Agricultural

  84   -   84   1,541   -   1,541 

Farmland

  220   -   220   386   -   386 

Consumer real estate loans

                        

Home equity lines

  901   -   901   1,072   -   1,072 

Single family owner occupied

  8,256   -   8,256   9,189   -   9,189 

Owner occupied construction

  -   -   -   -   -   - 

Consumer and other loans

                        

Consumer loans

  629   -   629   1,099   -   1,099 

Total nonaccrual loans

 $13,941  $-  $13,941  $19,338  $531  $19,869 

 

In both 2025 and 2024 an immaterial amount of nonaccrual loan interest was recognized.

 

61

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following tables presents the aging of past due loans by loan class, as of the date indicated.  Nonaccrual loans 30 days or more past due are included in the applicable delinquency category.

 

  

December 31, 2025

 
                          

Amortized Cost of

 
  

30 - 59 Days

  

60 - 89 Days

  

90+ Days

  

Total

  

Current

  

Total

  

>90 Days Accruing

 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

 

Commercial loans

                            

Construction, development, and other land

 $207  $-  $130  $337  $63,564  $63,901  $- 

Commercial and industrial

  1,423   297   1,271   2,991   240,992   243,983   - 

Multi-family residential

  375   -   -   375   191,111   191,486   - 

Single family non-owner occupied

  1,691   292   491   2,474   169,444   171,918   - 

Non-farm, non-residential

  2,336   -   658   2,994   835,464   838,458   - 

Agricultural

  73   3   81   157   13,307   13,464   - 

Farmland

  16   -   -   16   10,709   10,725   - 

Consumer real estate loans

                            

Home equity lines

  909   397   212   1,518   81,246   82,764   - 

Single family owner occupied

  5,166   1,518   2,338   9,022   623,326   632,348   - 

Owner occupied construction

  -   -   -   -   5,605   5,605   - 

Consumer and other loans

                            

Consumer loans

  1,955   681   305   2,941   55,512   58,453   - 

Other

  -   -   -   -   1,650   1,650   - 

Total loans

 $14,151  $3,188  $5,486  $22,825  $2,291,930  $2,314,755  $- 

   

  

December 31, 2024

 
                          

Amortized Cost of

 
  

30 - 59 Days

  

60 - 89 Days

  

90+ Days

  

Total

  

Current

  

Total

  

>90 Days Accruing

 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

 

Commercial loans

                            

Construction, development, and other land

 $40  $2,424  $143  $2,607  $69,712  $72,319  $- 

Commercial and industrial

  1,100   295   2,285   3,680   229,174   232,854   - 

Multi-family residential

  -   -   -   -   199,521   199,521   - 

Single family non-owner occupied

  1,228   434   500   2,162   193,426   195,588   - 

Non-farm, non-residential

  3,182   123   1,457   4,762   847,461   852,223   - 

Agricultural

  159   67   492   718   15,958   16,676   - 

Farmland

  11   2   142   155   12,156   12,311   - 

Consumer real estate loans

                            

Home equity lines

  599   230   558   1,387   88,840   90,227   - 

Single family owner occupied

  5,812   1,457   3,974   11,243   639,063   650,306   - 

Owner occupied construction

  -   -   -   -   4,491   4,491   - 

Consumer and other loans

                            

Consumer loans

  2,960   932   560   4,452   83,306   87,758   - 

Other

  -   -   -   -   1,815   1,815   - 

Total loans

 $15,091  $5,964  $10,111  $31,166  $2,384,923  $2,416,089  $- 

 

62

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

ASC 326 prescribes that when an entity determines foreclosure is probable, the expected credit loss is required to be measured based on the fair value of the collateral.  As a practical expedient, an entity may use the fair value as of the reporting date when recording the net carrying amount of the asset.  For the collateral dependent asset ("CDA") a credit loss expense is recorded for loan amounts in excess of fair value of the collateral.  The table below summarizes collateral dependent loans, where foreclosure is possible, by type of collateral, and the extent to which they are collateralized during the periods.   As noted, as of December 31, 2025, no loan was collateral dependent.

 

  

December 31, 2025

  

December 31, 2024

 

(Amounts in thousands)

 

Balance

  

Collateral Coverage

  

Coverage Ratio

  

Balance

  

Collateral Coverage

  

Coverage Ratio

 

Commercial Real Estate

                        

Other

 $-  $-   0.00% $531  $645   121.47%

Consumer owner occupied

  -   -      -   -    

Total collateral dependent loans

 $-  $-   0.00% $531  $645   121.47%

 

The Company may make concessions in interest rates, loan terms and/or amortization terms when restructuring loans for borrowers experiencing financial difficulty. Effective, January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  The amendments eliminated TDR accounting guidance for issuers that adopted ASU 2015-13, created a single loan modification accounting model, and clarified disclosure requirements for loan modifications and write-offs.  Presented below are the amortized cost basis and percentage of loan class for loan modifications made to borrowers experiencing financial difficulty by loan class, concession type, and financial effect as of the date indicated.

 

  

Payment Delays

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2025

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Non Farm, Non Residential Property

 $594   0.07%

Interest only payments; deferred payments to maturity.

Single Family Owner Occupied

  647   0.10%

Deferred Principal to loan maturity.

Single Family Non Owner Occupied

  20   0.01%

Deferred 6 months of principal to loan maturity.

Commercial & Industrial

  12   0.01%

Deferred 6 months of interest to loan maturity.

Total

 $1,273      
          
  

Term Extensions

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2025

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Single Family Owner Occupied

 $68   0.01%

Extended term by 10.5 years.

Commercial & Industrial

  32   0.01%

Delayed repayment of P & I for 24-46 months.

Total

 $100      
          
  

Term Extension and Rate Reduction

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2025

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Single Family Owner Occupied

 $976   0.15%

Reduced interest income and extended time to recover principal.

Consumer

  4   0.01%

Reduced rate to 10.5%; extended term by ten months.

Total

 $980      
          
  

Interest Rate Reduction

  Amortized Cost Basis  % of Total Class of  
  December 31, 2025  Financing Receivable 

Financial Effect

          

(Amounts in thousands)

         

Single Family Owner Occupied

 $89   0.01%

Reduced interest rate from 3.15% to 1.95%.

Total

 $89     
          
          
          
          
          

 

63

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

  

Payment Delays

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2024

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Non farm, non residential property

 $625   0.07%

Deferred 6 months of interest to loan maturity.

Single family owner occupied

  509   0.08%

Deferred $66 thousand in principal to loan maturity.

Single family non owner occupied

  30   0.02%

Deferred 6 months of interest to loan maturity.

Commercial & industrial

  135   0.06%

Deferred $8 thousand in principal to loan maturity.

Total

 $1,299      
          
  

Term Extensions

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2024

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Commercial & Industrial

 $144   0.06%

Delayed repayment of P & I for two years.

Consumer

  2   0.00%

Extended term from 60 to 84 months.

Home Equity

  2   0.00%

Delayed repayment of P & I for two years.

Total

 $148      
          
          
  

Term Extension and Rate Reduction

  

Amortized Cost Basis

  

% of Total Class of

  
  

December 31, 2024

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Single Family Owner Occupied

 $806   0.12%

Reduced interest income and extended time to recover principal.

Consumer

  7   0.01%

Reduced rate to 10.5%; extended term by ten months.

Total

 $813      
          

 

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off.  Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.  As of  December 31, 2025, there were no modified loans (or portions of a loan) deemed uncollectible.

 

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.  The following table depicts the performance of loans that have been modified in the last twelve months:

   

  December 31, 2025 
  

Payment Status (Amortized Cost Basis)

 
  

Current

  

30-89 Days Past Due

  

90+ Days Past Due

 
             

(Amounts in thousands)

            

Non Farm, Non Residential Property

 $594  $-  $- 

Single Family Owner Occupied

  1,358   401   21 

Single Family Non Owner Occupied

  -   20   - 

Commercial & Industrial

  44   -   - 

Consumer

  4   -   - 

Home Equity

  -       

Total

 $2,000  $421  $21 
             
  

December 31, 2024

 
  Payment Status (Amortized Cost Basis) 
  Current  30-89 Days Past Due  90+ Days Past Due 
             

Non farm, non residential property

 $625  $-  $- 

Single family owner occupied

  1,140   174   - 

Single family non owner occupied

  -   30    

Commercial & industrial

  144      135 

Consumer

  10   -   - 

Home Equity

  2       

Total

 $1,921  $204  $135 
 
64

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

The following table provides information about OREO, which consists of properties acquired through foreclosure, as of the dates indicated:

 

  

December 31, 2025

  

December 31, 2024

 

(Amounts in thousands)

        

Total OREO

 $-  $521 
         

OREO secured by residential real estate

 $-  $521 

Residential real estate loans in the foreclosure process(1)

 $2,687  $2,625 

 


(1)

The recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure according to local requirements of the applicable jurisdiction

 

 

Note 6. Allowance for Credit Losses

 

The following tables present the changes in the allowance for credit losses, by loan segment, during the periods indicated. 

 

  

Year Ended December 31, 2025

 

(Amounts in thousands)

 

Commercial

  

Consumer Real Estate

  

Consumer and Other

  Total Allowance 
                 

Total allowance

                

Balance at beginning of year:

                

Allowance for credit losses - loans

 $20,418  $9,907  $4,500  $34,825 

Allowance for credit losses - loan commitments

  171   138   32   341 

Total allowance for credit losses beginning of year

  20,589   10,045   4,532   35,166 

Provision for credit losses:

                

(Recovery of) provision for credit losses - loans

  (3,880)  755   3,183   58 

(Recovery of) provision for credit losses - loan commitments

  15   (1)  -   14 

Total provision for credit losses - loans and loan commitments

  (3,865)  754   3,183   72 

Charge-offs

  (1,464)  (157)  (5,429)  (7,050)

Recoveries

  1,040   381   1,507   2,928 

Net (charge-offs) recoveries

  (424)  224   (3,922)  (4,122)

Allowance for credit losses - loans

  16,114   10,886   3,761   30,761 

Allowance for credit losses - loan commitments

  186   137   32   355 

Ending balance

 $16,300  $11,023  $3,793  $31,116 

 

  

Year Ended December 31, 2024

 

(Amounts in thousands)

 

Commercial

  

Consumer Real Estate

  

Consumer and Other

  Total Allowance 
                 

Total allowance

                

Balance at beginning of year:

                

Allowance for credit losses - loans

 $21,850  $9,693  $4,646  $36,189 

Allowance for credit losses - loan commitments

  597   121   28   746 

Total allowance for credit losses beginning of year

  22,447   9,814   4,674   36,935 

Provision for credit losses:

                

(Recovery of) provision for credit losses - loans

  (1,227)  175   5,054   4,002 

(Recovery of) provision for credit losses - loan commitments

  (426)  17   4   (405)

Total provision for credit losses - loans and loan commitments

  (1,653)  192   5,058   3,597 

Charge-offs

  (822)  (336)  (6,693)  (7,851)

Recoveries

  617   375   1,493   2,485 

Net (charge-offs) recoveries

  (205)  39   (5,200)  (5,366)

Allowance for credit losses - loans

  20,418   9,907   4,500   34,825 

Allowance for credit losses - loan commitments

  171   138   32   341 

Ending balance

 $20,589  $10,045  $4,532  $35,166 

  

65

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Premises, Equipment, and Leases

 

Premises and Equipment

 

The following table presents the components of premises and equipment as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

        

Land

 $19,309  $19,309 

Buildings and leasehold improvements

  51,130   50,903 

Equipment

  45,415   43,889 

Total premises and equipment

  115,854   114,101 

Accumulated depreciation and amortization

  (68,294)  (65,366)

Total premises and equipment, net

 $47,560  $48,735 

 

There was no impairment charges related to certain long-term investments in land and buildings in 2025, in 2024, or in 2023. Depreciation and amortization expense for premises and equipment was $3.74 million in 2025, $4.35 million in 2024, and $3.95 million in 2023.

 

Leases

 

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liability. The ROU asset is recorded in other assets, while the lease liability is recorded in other liabilities on the condensed balance sheet beginning January 1, 2019, when the Company adopted ASU 2016-02, on a prospective basis. The ROU asset represents the right to use an underlying asset during the lease term, and the lease liability represents the obligation to make lease payments arising from the lease. The ROU asset and lease liability have been recognized based on the present value of the lease payments using a discount rate that represented our incremental borrowing rate at the lease commencement date or the date of adoption of ASU 2016-02. The lease expense, which is comprised of the amortization of the ROU asset and the implicit interest accreted on the lease liability, is recognized on a straight-line basis over the lease term and is recorded in occupancy expense in the condensed statements of income.

 

The Company’s current operating leases relate to branch and office locations. The Company's ROU asset was $591 thousand as of  December 31, 2025, compared to $489 thousand as of December 31, 2024.  The operating lease liability as of  December 31, 2025, was $591 thousand compared to $515 thousand as of December 31, 2024.  The Company’s total operating leases have remaining terms of 5 months to 5 years compared with 3 to 4.5 as of December 31, 2024. The  December 31, 2025, weighted average discount was 3.82%, compared to 3.39% from December 31, 2024.

 

66

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Future minimum lease payments as of the dates indicated are as follows:

 

Year

 

Amount

 

(Amounts in thousands)

    

2026

 $136 

2027

  131 

2028

  133 

2029

  136 

2030 and thereafter

  111 

Total lease payments

  647 

Less: Interest

  56 

Present value of lease liabilities

 $591 

 

Lease expense which is included in occupancy expense on the Consolidated Statement of Income was $189 thousand in 2025, $178 thousand in 2024, and $171 thousand in 2023. The Company maintained no subleases as of December 31, 2025.

  

 

Note 8. Goodwill and Other Intangible Assets

 

Goodwill

 

The Company has one reporting unit for goodwill impairment testing purposes, Community Banking. The Company performed its annual assessment of goodwill as of October 31, 2025, and a review as of December 31, 2025.  Both reviews conclude that the carrying value of goodwill was not impaired. No events have occurred after the analysis to indicate potential impairment.

 

As of December 31, 2025, the Company's goodwill totaled $143.95 million.  The Surrey acquisition, in 2023, resulted in the Company recognizing $14.38 million in goodwill in the transaction.  The beginning balance was $129.57 million for 2023.

 

(Amounts in thousands)

    

Balance January 1, 2023

 $129,565 

Acquisitions

  14,381 

Balance December 31, 2023

 $143,946 
     

Balance January 1, 2024

 $143,946 

Acquisitions

  - 

Balance December 31, 2024

 $143,946 
     

Balance January 1, 2025

 $143,946 

Acquisitions

  - 

Balance December 31, 2025

 $143,946 

 

Other Intangible Assets

 

As of December 31, 2025, the remaining lives of core deposit intangibles ranged from 4 to 7 years with a weighted average remaining life of 6.79 years.  The Surrey acquisition, in 2023, resulted in the Company recognizing $12.70 million in core deposit intangibles. The following table presents the components of other intangible assets as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

  

2023

 

(Amounts in thousands)

            

Core deposit intangibles

 $13,014  $25,374  $12,674 

Acquisitions

  -   -   12,700 

Accumulated amortization

  (1,916)  (12,360)  (10,229)

Total other intangible assets, net

 $11,098  $13,014  $15,145 

 

Amortization expense for other intangible assets was $1.92 million in 2025, $2.13 million in 2024, and $1.73 million in 2023.

 

The following schedule presents the estimated amortization expense for intangible assets, by year, as of December 31, 2025:

 

(Amounts in thousands)

    

2026

  1,719 

2027

  1,719 

2028

  1,719 

2029

  1,717 

2030

  1,270 

2031 and thereafter

  2,954 

Total estimated amortization expense

 $11,098 

 

67

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 9. Deposits

 

The following table presents the components of deposits as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

        

Noninterest-bearing demand deposits

 $896,255  $883,499 

Interest-bearing deposits

        

Interest-bearing demand deposits

  684,245   675,522 

Money market accounts

  323,808   338,527 

Savings deposits

  580,653   553,158 

Certificates of deposit

  129,235   162,139 

Individual retirement accounts

  71,133   78,402 

Total interest-bearing deposits

  1,789,074   1,807,748 

Total deposits

 $2,685,329  $2,691,247 

 

The following schedule presents the contractual maturities of time deposits, defined as certificates of deposits and individual retirement accounts, by year, as of December 31, 2025:

 

(Amounts in thousands)

    

2026

 $122,010 

2027

  33,463 

2028

  16,837 

2029

  10,790 

2030

  15,214 

2031 and thereafter

  2,054 

Total contractual maturities

 $200,368 

 

Time deposits of $250 thousand or more totaled $16.36 million as of December 31, 2025, and $22.39 million as of December 31, 2024. The following schedule presents the contractual maturities of time deposits of $250 thousand or more as of December 31, 2025:

 

(Amounts in thousands)

    

Three months or less

 $1,158 

Over three through six months

  1,410 

Over six through twelve months

  7,846 

Over twelve months

  5,946 

Total contractual maturities

 $16,360 

 

68

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 10. Borrowings

 

The following table presents the components of borrowings as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

 

Balance

  Weighted Average Rate  

Balance

  Weighted Average Rate 
                 

Retail repurchase agreements

 $1,214   0.06% $906   0.05%

 

Repurchase agreements are secured by certain securities that remain under the Company’s control during the terms of the agreements. The counterparties may redeem callable repurchase agreements, which could substantially shorten the borrowings’ lives. The prepayment or early termination of a repurchase agreement may result in substantial penalties based on market conditions. The following schedule presents the contractual maturities of repurchase agreements, by type of collateral pledged, as of December 31, 2025:

 

  

Overnight and Continuous

  

Up to 30 Days

  

30 - 90 Days

  Greater than 90 Days  

Total

 
                     

(Amounts in thousands)

                    

Municipal securities

 $137  $-  $-  $-  $137 

Mortgage-backed Agency securities

  1,077   -   -   -   1,077 

Total

 $1,214  $-  $-  $-  $1,214 

 

As of December 31, 2025, unused borrowing capacity with the FHLB totaled $301.81 million, net of FHLB letters of credit of $124 million. The Company pledged $425.81 million in qualifying loans to secure the FHLB letters of credit, which provide an attractive alternative to pledging securities for public unit deposits.

 

      

69

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 11. Derivative Instruments and Hedging Activities

 

Generally, derivative instruments help the Company manage exposure to market risk and meet customer financing needs. Market risk represents the possibility that fluctuations in external factors such as interest rates, market-driven loan rates, prices, or other economic factors will adversely affect economic value or net interest income.

 

The Company has used interest rate swap contracts to modify its exposure to interest rate risk caused by changes in benchmark interest rates in relation to certain designated fixed rate loans. These instruments are used to convert these fixed rate loans to an effective floating rate. If the Secured Overnight Financing Rate ("SOFR") plus a spread falls below the loan’s stated fixed rate for a given period, the Company will owe the floating rate payer the notional amount times the difference between the floating rate and the stated fixed rate. If SOFR is above the stated rate for a given period, the Company will receive payments based on the notional amount times the difference between the floating rate and the stated fixed rate.

 

Certain of the Company's interest rate swaps qualify as fair value hedging instruments. Therefore, fair value changes in the derivative and hedged item attributable to the hedged risk are recognized in earnings in the same period. The fair value hedges were effective as of December 31, 2025.

 

The following table presents the notional, or contractual, amounts and fair values of derivative instruments as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

 

Notional or Contractual Amount

  Derivative Assets  

Derivative Liabilities

  

Notional or Contractual Amount

  Derivative Assets  

Derivative Liabilities

 

Derivatives designated as hedges

                        

Interest rate swaps

 $2,637  $41  $-  $3,109  $116  $- 

Derivatives not designated as hedges

                        

Interest rate swaps

  -   -   -   -   -   - 

Total derivatives

 $2,637  $41  $-  $3,109  $116  $- 

 

The following table presents the interest component of derivative and hedging activity, if applicable, on the consolidated statements of income for the periods indicated:

 

  

Year Ended December 31,

  

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Income Statement Location

Derivatives designated as hedges

             

Interest rate swaps

 $(57) $(97) $(102)

Interest and fees on loans

Derivatives not designated as hedges

             

Interest rate swaps

  -   -   90 

Interest and fees on loans

Total derivative expense

 $(57) $(97) $(12) 

 

 

Note 12. Employee Benefit Plans

 

Defined Benefit Plans

 

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’s unfunded Benefit Plans include the Supplemental Executive Retention Plan (“SERP”) and the Directors’ Supplemental Retirement Plan (“Directors’ Plan”). The SERP provides for a defined benefit, at normal retirement age, targeted at 35% of the participant’s projected final average compensation, subject to a defined maximum annual benefit. Benefits under the SERP generally become payable at age 62. The Directors’ Plan provides for a defined benefit, at normal retirement age, up to 100% of the participant’s highest consecutive three-year average compensation. Benefits under the Directors’ Plan generally become payable at age 70. The SERP was frozen near the end of 2021; the Directors' Plan was fundamentally frozen at that time as well.   The following table presents the changes in the aggregate actuarial benefit obligation for the two plans combined during the periods indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

        

Beginning balance

 $8,441  $9,050 

Effect of curtailment

  -   - 

Service cost

  -   - 

Interest cost

  431   414 

Actuarial loss (gain)

  130   (440)

Benefits paid

  (583)  (583)

Ending balance

 $8,419  $8,441 

 

70

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following table presents the components of net periodic pension cost, the effect on the consolidated statements of income, and the assumed discount rate for the periods indicated:

 

  

Year Ended December 31,

  
  

2025

  

2024

  

2023

 

Income Statement Location

(Amounts in thousands)

             

Service cost

 $-  $-  $- 

Salaries and employee benefits

Interest cost

  431   414   451 

Other expense

Effect of curtailment

  -   -   - 

Salaries and employee benefits

Amortization of prior service cost

  -   -   - 

Other expense

Amortization of losses

  (22)  37   38 

Other expense

Net periodic cost

 $409  $451  $489  
              

Assumed discount rate

  5.11%  5.35%  4.79% 

 

The following schedule presents the projected benefit payments to be paid under the Benefit Plans, by year, as of December 31, 2025:

 

(Amounts in thousands)

    

2026

 $812 

2027

  797 

2028

  833 

2029

  720 

2030

  715 

2031 through 2035

  3,432 

 

Deferred Compensation Plan

 

The Company maintains deferred compensation agreements with certain current and former officers that provide benefit payments, over various periods, commencing at retirement or death. There were no accrued benefits, which are based on the present values of expected payments and estimated life expectancies, as of December 31, 2025 or 2024. There was no deferred compensation plan expense in 20252024, or 2023.

 

The Company maintains a deferred compensation plan, referred to as the WRAP, and is a voluntary, non-tax qualified deferred compensation plan available to certain employees, including executive officers. Under the plan, participants may defer a portion of their base and/or annual incentive compensation. The plan is intended to mirror the Corporation's qualified KSOP and may include discretionary match that coincides with a match made to the KSOP to the extent participants cannot otherwise receive the full match in the KSOP. The balance as of December 31, 2025 and 2024, was $11.03 million and $8.73 million, respectively.

 

Employee Welfare Plan

 

The Company provides various medical, dental, vision, life, accidental death and dismemberment, and long-term disability insurance benefits to all full-time employees who elect coverage under this program. A third-party administrator manages the health plan. Monthly employer and employee contributions are made to a tax-exempt employee benefits trust where the third-party administrator processes and pays claims. As of December 31, 2025, stop-loss insurance coverage generally limits the Company’s risk of loss to $200 thousand for individual claims and $5.65 million for aggregate claims. Health plan expenses were $4.03 million in 2025, $4.10 million in 2024, and $4.16 million in 2023.

 

Employee Stock Ownership and Savings Plan

 

The Company maintains the Employee Stock Ownership and Savings Plan (“KSOP”) that consists of a 401(k) savings feature that covers all employees that meet minimum eligibility requirements. The Company matches employee contributions at levels determined by the Board of Directors annually. These contributions are made in the first quarter following each plan year and employees must be employed on the last day of the plan year to be eligible. Matching contributions to qualified deferrals under the 401(k) savings component of the KSOP totaled $2.02 million in 2025, $1.89 million in 2024, and $1.76 million in 2023. The KSOP held 271,012 shares of the Company’s common stock as of December 31, 2025, 266,533 shares as of December 31, 2024, and 282,072 shares as of December 31, 2023.

 

Equity-Based Compensation Plans

 

The Company maintains equity-based compensation plans to promote the long-term success of the Company by encouraging officers, employees, directors, and other individuals performing services for Company to focus on critical long-range objectives. The Company’s most current equity-based compensation plans include the 2022 Omnibus Equity Compensation Plan (the “2022 Plan”), which authorized 1,000,000 shares for potential grants of Non-Qualified Stock Options, Incentive Stock Options, Performance Shares, Performance Stock Units, Restricted Stock, Restricted Stock Units, and Performance Awards. The Company’s Compensation and Retirement Committee determines the vesting period for each grant; however, awards shall have a minimum vesting/exercise schedule of at least one year, except that a shorter vesting/exercise schedule may apply to not more than 5% of the shares authorized for issuance under the 2022 Plan.

   

71

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following table presents the pre-tax compensation expense and excess tax benefit recognized in earnings for all equity-based compensation plans for the periods indicated:

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(Amounts in thousands)

            

Pre-tax compensation expense

 $1,495  $403  $597 

Excess tax (benefit) expense

  (14)  (104)  (25)

 

Stock Options

 

The following table presents stock option activity and related information for the year ended December 31, 2025:

 

(Amounts in thousands, except share and per share data)

 

Option Shares

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term (Years)

  

Aggregate Intrinsic Value

 
                 

Outstanding, January 1, 2025

  130,640  $30.79         

Granted

  -   -         

Exercised

  (8,880)  27.95         

Canceled/Expired

  (3,673)  33.00         

Outstanding, December 31, 2025

  118,087   30.94   4.57  $330 

Exercisable, December 31, 2025

  118,087  $30.94   4.57  $330 

 

There were no options granted in 2025 or in 2024.  There were 8,880 options exercised in 2025 and 51,088 exercised in 2024.  The intrinsic value of options exercised was $129 thousand in 2025, and $832 thousand in 2024. As of December 31, 2025, there was no unrecognized compensation cost related to nonvested stock options.  

 

Restricted Stock and Stock Unit Awards

 

The following table presents restricted stock and restricted stock unit activity and related information for the year ended December 31, 2025:

 

  

Shares/Units

  

Weighted Average Grant-Date Fair Value

 
         

Nonvested, January 1, 2025

  151,121  $29.28 

Granted

  60,803   38.27 

Vested

  (53,709)  - 

Canceled

  (1,154)  - 

Nonvested, December 31, 2025

  157,061  $31.92 

 

As of December 31, 2025, unrecognized compensation cost related to nonvested restricted stock/unit awards totaled $3.19 million with an expected weighted average recognition period of 1.48 years. The actual compensation cost recognized might differ from this estimate due to various items, including new awards granted and changes in estimated forfeitures.

 

72

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 13. Other Operating Income and Expense

 

The following table presents the components of other operating income and expense for the periods indicated:

 

  

Year Ended December 31,

 

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Other operating income

            

Bank owned life insurance

 $1,275  $1,143  $829 

Other(1)

  4,884   5,358   4,822 

Total other operating income

 $6,159  $6,501  $5,651 
             

Other operating expense

            

OREO expense and net loss

  201   50   129 

Telephone and data communications

  1,300   1,313   1,326 

Office supplies

  752   599   586 

Other(1)

  11,845   11,134   9,994 

Total other operating expense

 $14,098  $13,096  $12,035 

 


(1)

Components of other operating income or expense that do not exceed 1% of total income

 

 

Note 14. Income Taxes 

 

Income tax expense is comprised of current and deferred, federal and state income taxes on the Company’s pre-tax earnings. The following table presents the components of the income tax provision from continuing operations for the periods indicated:

 

  

Year Ended December 31,

 

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Current tax expense:

            

Federal

 $12,189  $11,070  $11,055 

State

  1,141   1,173   1,553 

Total current tax expense

  13,330   12,243   12,608 
             

Deferred tax expense:

            

Federal

  509   1,624   1,166 

State

  492   223   180 

Total deferred tax expense

  1,001   1,847   1,346 

Total income tax expense

 $14,331  $14,090  $13,954 

 

73

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies. The following table reconciles the Company’s income tax expense to the amount computed by applying the federal statutory tax rate to pre-tax income for the periods indicated.  The Company adopted ASU 2023-09 - Improvements to Income Tax Disclosures on January 1, 2025.  The amendments were applied prospectively.  Accordingly, the income tax rate reconciliation for the year ended Decembers 31, 2025 is presented using the new disclosure requirements.  Prior-period amounts continue to be presented in accordance with the previous guidance.

 

  

Year Ended December 31,

 
  

2025

 
  

Amount

  

Percent

 

(Amounts in thousands)

        

Federal income tax at the statutory rate

 $13,256   21.00%

State income tax, net of federal benefit (1)

  1,217   1.93%
   14,473   22.93%

Nontaxable and nondeductible items:

        

Tax-exempt interest income

  (357)  (0.57)%

Excess tax benefits

  (14)  (0.02)%

Bank owned life insurance

  (253)  (0.40)%

Other

  115   0.18%

Tax Credits

  (65)  (0.10)%

Other

  432   0.68%

Income tax at the effective tax rate

 $14,331   22.70%

 

(1)

State taxes in West Virginia made up the majority (greater than 50 percent) of the tax effect in this category.

 

 

The following table presents income tax expense differences from the federal statutory rate applied to income before income taxes, for the tax years of 2024 and 2023, before the adoption of ASU 2023-09.

 

  

Year Ended December 31,

 
  

2024

  

2023

 
  

Amount

  

Percent

  

Amount

  

Percent

 

(Amounts in thousands)

                

Federal income tax at the statutory rate

 $13,796   21.00% $13,014   21.00%

State income tax, net of federal benefit

  1,102   1.68%  1,368   2.21%
   14,898   22.68%  14,382   23.21%

Nontaxable and nondeductible items:

                

Tax-exempt interest income

  (351)  (0.54)%  (348)  (0.56)%

Excess tax benefits

  (104)  (0.16)%  (25)  (0.04)%

Bank owned life insurance

  (227)  (0.35)%  (167)  (0.27)%

Other items, net

  (126)  (0.19)%  112   0.17%

Income tax at the effective tax rate

 $14,090   21.44% $13,954   22.51%

 

74

 

 

The following table presents income taxes paid (net of refunds received) for the year ended  December 31, 2025.

 

(Amounts in thousands)

 

2025

 

US Federal

 $9,200 

US State and Local:

    

Other

  650 

Foreign

  - 

Total Income Tax Paid

 $9,850 

 

 

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law by the federal government.  In accordance with ASC 740, Income taxes, we recognized the total effect of the tax law changes.  The tax provision of the One Big Beautiful Act did not have a material impact on our income tax balances.   

 

Deferred taxes derived from continuing operations reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for tax purposes. The following table presents the significant components of the net deferred tax asset as of the dates indicated:

 

  

December 31,

 

(Amounts in thousands)

 

2025

  

2024

 

Deferred tax assets

        

Allowance for credit losses

 $7,173  $8,193 

Unrealized losses on available-for-sale securities

  2,112   3,116 

Deferred loan fees

  3,345   3,978 

Deferred compensation assets

  8,074   6,918 

Other

  2,021   2,066 

Total deferred tax assets

  22,725   24,271 
         

Deferred tax liabilities

        

Fixed assets

  (1,545)  (1,332)

Intangible assets

  (5,047)  (4,671)

Odd days interest deferral

  (3,618)  (3,874)

Other

  (1,437)  (1,343)

Total deferred tax liabilities

  (11,647)  (11,220)

Net deferred tax asset

 $11,078  $13,051 

 

The Company had no unrecognized tax benefits or accrued interest or penalties as of December 31, 2025 or 2024. The Company had no deferred tax valuation allowance recorded as of December 31, 2025 or 2024, as management believes it is more likely than not that all of the deferred tax assets will be realized against deferred tax liabilities and projected future taxable income. The Company and its subsidiaries are subject to U.S. federal income tax of the various states.  The Company is no longer subject to examination by federal or state taxing authorities for years before 2022.

 

At  December 31, 2025, the Company had no federal or state net operating loss carryforwards. 

 

The Company has analyzed the tax positions taken, or expected to be taken in its tax returns, and concluded it has no liability related to uncertain tax positions.

 

 

75

  
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   

Note 15. Accumulated Other Comprehensive Income

 

The following table presents the changes in AOCI, net of tax and by component, during the periods indicated:

 

  

Unrealized Gains (Losses) on Available for-Sale Securities

  Employee Benefit Plans  

Total

 

(Amounts in thousands)

            

Balance January 1, 2023

 $(15,621) $(98) $(15,719)

Other comprehensive income before reclassifications

  4,479   242   4,721 

Reclassified from AOCI

  16   31   47 

Other comprehensive income, net

  4,495   273   4,768 

Balance December 31, 2023

 $(11,126) $175  $(10,951)
             

Balance January 1, 2024

 $(11,126) $175  $(10,951)

Other comprehensive (loss) before reclassifications

  (596)  347   (249)

Reclassified from AOCI

  -   29   29 

Other comprehensive (loss), net

  (596)  376   (220)

Balance December 31, 2024

 $(11,722) $551  $(11,171)
             

Balance January 1, 2025

 $(11,722) $551  $(11,171)

Other comprehensive income (loss) before reclassifications

  3,777   (103)  3,674 

Reclassified from AOCI

  -   (17)  (17)

Other comprehensive income (loss), net

  3,777   (120)  3,657 

Balance December 31, 2025

 $(7,945) $431  $(7,514)

 

The following table presents reclassifications out of AOCI, by component, during the periods indicated:

 

  

Year Ended December 31,

 

Income Statement

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Line Item Affected

Available-for-sale securities

             

Loss recognized

 $-  $-  $21 

Net loss on sale of securities

Reclassified out of AOCI, before tax

  -   -   21 

Income before income taxes

Income tax benefit

  -   -   (5)

Income tax expense

Reclassified out of AOCI, net of tax

  -   -   16 

Net income

Employee benefit plans

             

Amortization of prior service cost

  -   -   - 

Other operating expense

Amortization of net actuarial loss

  (22)  37   38 

Other operating expense

Reclassified out of AOCI, before tax

  (22)  37   38 

Income before income taxes

Income tax benefit

  5   (8)  (7)

Income tax expense

Reclassified out of AOCI, net of tax

  (17)  29   31 

Net income

Total reclassified out of AOCI, net of tax

 $(17) $29  $47 

Net income

 

76

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 16. Fair Value 

 

Financial Instruments Measured at Fair Value

 

The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

 

Assets and Liabilities Reported at Fair Value on a Recurring Basis

 

Available-for-Sale Debt Securities. Debt securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are primarily derived from or corroborated by observable market data. Level 2 securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level 2 securities include U.S. Agency and Treasury securities, municipal securities, and mortgage-backed securities. Securities are based on Level 3 inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

 

Fair value models may be required when trading activity has declined significantly or does not exist, prices are not current, or pricing variations are significant. For Level 3 securities, the Company obtains the cash flow of specific securities from third parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level 3 securities are determined by applying proper market observable discount rates to the cash flow derived from third-party models. Discount rates are developed by determining credit spreads above a benchmark rate, such as SOFR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to SOFR versus a financial sector curve for recently issued debt to SOFR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

 

Equity Securities. Equity securities are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. The Company uses Level 1 inputs to value equity securities that are traded in active markets. Equity securities that are not actively traded are classified in Level 2.

 

Loans Held for Investment. Loans held for investment are reported at fair value using the exit price notion, which is derived from third-party models. Loans related to fair value hedges are recorded at fair value on a recurring basis.

 

Deferred Compensation Assets and Liabilities. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level 1 equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

 

Derivative Assets and Liabilities. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level 2 inputs, based on observable data to value derivatives.

 

77

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

  

December 31, 2025

 
  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale debt securities

                

U.S. Treasury securities

 $10,929  $-  $10,929  $- 

Municipal securities

  9,262   -   9,262   - 

Corporate Notes

  24,560   -   24,560   - 

Mortgage-backed Agency securities

  87,937   -   87,937   - 

Total available-for-sale debt securities

  132,688   -   132,688   - 

Equity securities

  55   -   55   - 

Fair value loans

  2,596   -   -   2,596 

Derivative assets

  41   -   41   - 

Deferred compensation assets

  10,951   10,951   -   - 

Deferred compensation liabilities

  12,479   12,479   -   - 

  

  

December 31, 2024

 
  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale debt securities

                

U.S. Treasury securities

 $55,769  $-  $55,769  $- 

Municipal securities

  13,837   -   13,837   - 

Corporate Notes

  27,542   -   27,542   - 

Mortgage-backed Agency securities

  72,701   -   72,701   - 

Total available-for-sale debt securities

  169,849   -   169,849   - 

Equity securities

  55   -   55   - 

Fair value loans

  2,993   -   -   2,993 

Derivative assets

  116   -   116   - 

Deferred compensation assets

  8,571   8,571   -   - 

Deferred compensation liabilities

  10,189   10,189   -   - 

 

Changes in Level 3 Fair Value Measurements

 

The following table presents the changes in Level 3 assets recorded at fair value on a recurring basis during the period indicated:

 

  

Assets

 

(Amounts in thousands)

    

Balance January 1, 2024

 $3,421 

Changes in fair value

  20 

Changes due to principal reduction

  (448)

Balance December 31, 2024

 $2,993 
     

Balance January 1, 2025

 $2,993 

Changes in fair value

  75 

Changes due to principal reduction

  (472)

Balance December 31, 2025

 $2,596 

 

No transfers into or out of Level 3 of the fair value hierarchy occurred during the year ended December 31, 2025 or 2024.

 

78

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Assets Measured at Fair Value on a Nonrecurring Basis

 

Impaired Loans.  Prior to the adoption of ASU 2016-13, impaired loans were recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan's collateral.  Fair value is based on appraised value adjusted for customized discounting criteria, Level 3 inputs.

 

The Company maintains an active and robust problem credit identification system. The review includes obtaining third-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within two to four weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a third-party valuation within thirty to forty-five days of completing the internal valuation. When a third-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but not limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

 

OREO. OREO is recorded at fair value on a nonrecurring basis using Level 3 inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

 

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

  

December 31, 2025

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Collateral dependent assets with specific reserves

 $-  $-  $-  $- 

OREO

  -   -   -   - 

 

  

December 31, 2024

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Collateral dependent assets with specific reserves

 $531  $-  $-  $531 

OREO

  521   -   -   521 

 

79

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Quantitative Information about Level 3 Fair Value Measurements

 

The following table provides quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs as of the dates indicated:

 

    

Discount Range

 
 

Valuation

Unobservable

 

(Weighted Average)

 
 

Technique

Input

 

December 31, 2025

 
           

Collateral dependent assets with specific reserves

Discounted appraisals(1)

Appraisal adjustments(2)

  0%  0%

OREO

Discounted appraisals(1)

Appraisal adjustments(2)

  0%  0%

 


(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 

    

Discount Range

 
 

Valuation

Unobservable

 

(Weighted Average)

 
 

Technique

Input

 

December 31, 2024

 
           

Collateral dependent assets with specific reserves

Discounted appraisals(1)

Appraisal adjustments(2)

  0%   0%

OREO

Discounted appraisals(1)

Appraisal adjustments(2)

  20% to 74%    61%

 


(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

  

December 31, 2025

 
  

Carrying

      

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                    

Cash and cash equivalents

 $512,240  $512,240  $512,240  $-  $- 

Debt securities available for sale

  132,688   132,688   -   132,688   - 

Equity securities

  55   55   -   55   - 

Loans held for investment, net of allowance

  2,283,994   2,105,996   -   -   2,105,996 

Interest receivable

  8,720   8,720   -   681   8,039 

Deferred compensation assets

  10,951   10,951   10,951   -   - 

Derivative assets

  41   41   -   41   - 
                     

Liabilities

                    

Time deposits

  200,368   198,815   -   198,815   - 

Securities sold under agreements to repurchase

  1,214   1,214   -   1,214   - 

Interest payable

  570   570   -   570   - 

Deferred compensation liabilities

  12,479   12,479   12,479   -   - 

 

  

December 31, 2024

 
  

Carrying

      

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                    

Cash and cash equivalents

 $377,454  $377,454  $377,454   -   - 

Debt securities available for sale

  169,849   169,849   -   169,849   - 

Equity securities

  55   55   -   55   - 

Loans held for investment, net of allowance

  2,381,264   2,177,891   -   -   2,177,891 

Interest receivable

  9,207   9,207   -   1,246   9,635 

Deferred compensation assets

  8,571   8,571   8,571   -   - 

Derivative assets

  116   116   -   116   - 
                     

Liabilities

                    

Time deposits

  240,541   238,262   -   238,262   - 

Securities sold under agreements to repurchase

  906   906   -   906   - 

Interest payable

  880   880   -   880   - 

Deferred compensation liabilities

  10,189   10,189   10,189   -   - 

 

80

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 17. Earnings per Share

 

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(Amounts in thousands, except share and per share data)

            

Net income

 $48,794  $51,604  $48,020 
             

Weighted average common shares outstanding, basic

  18,312,570   18,349,498   17,996,373 

Dilutive effect of potential common shares

            

Stock options

  21,422   33,692   15,856 

Restricted stock and units

  76,459   47,016   14,922 

Total dilutive effect of potential common shares

  97,881   80,708   30,778 

Weighted average common shares outstanding, diluted

  18,410,451   18,430,206   18,027,151 
             

Basic earnings per common share

 $2.66  $2.81  $2.67 

Diluted earnings per common share

  2.65   2.80   2.72 
             

Potential antidilutive common shares

            

Stock options

  -   -   129,324 

Restricted stock and units

  -   76   32,706 

Total potential antidilutive shares

  -   76   162,030 

 

 

Note 18. Related Party Transactions

 

Loans to principal officers, directors, and their affiliates were as follows:

 

  

Year Ended December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

        

Beginning balance

 $25,554  $30,017 

New loans and advances

  7,547   6,727 

Loan repayments

  (6,651)  (11,497)

Reclassifications(1)

  -   307 

Ending balance

 $26,450  $25,554 

 


(1)

Changes related to the composition of the Company's directors, executive officers, and related insiders

 

Deposits from related parties totaled $18.44 million as of December 31, 2025, and $15.16 million as of December 31, 2024. Legal fees paid to related parties totaled $28 thousand in 2025, $81 thousand in 2024, and $41 thousand in 2023. No lease payments were paid to related parties in 2024 or 2023; however, $15 thousand was paid in 2025. Other expense paid to related parties totaled $18 thousand in 2025, $6 thousand in 2024, and $53 thousand in 2023.

 

Note 19. Litigation, Commitments, and Contingencies

 

Litigation

 

On May 6, 2024, the Bank agreed to settle a putative class action lawsuit pending in the United States District Court for the Southern District of West Virginia, filed on June 24, 2022. The civil action alleges the Bank breached its deposit account agreements and was unjustly enriched by collecting overdraft fees with respect to certain debit card transactions and by assessing more than one nonsufficient funds fee on items presented multiple times for payment. The Bank denies each and every substantive allegation asserted in the civil action. Under the settlement, which is subject to documentation and preliminary and final court approval, the Bank agrees to establish a $4.80 million settlement fund and forgive up to $500,000 in assessed but unpaid fees. Attorneys’ fees, settlement administration expenses, and settlement payments to eligible class members will be paid from the settlement fund. Under the settlement, the Bank admitted no wrongdoing and will receive a complete release of all claims asserted in the civil action. The Bank agreed to the settlement in order to resolve the litigation and avoid further expense. 

 

The Company and its subsidiaries are currently involved in various legal proceedings in the normal course of business. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter-by-matter basis, an accrual for loss is established for those matters which the Company believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management’s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.

 

We are currently a defendant in other legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each matter with certainty, we believe that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

 

81

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Commitments and Contingencies

 

The Company is a party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. If the other party to a financial instrument does not perform, the Company’s credit loss exposure is the same as the contractual amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn on, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of each customer on a case-by-case basis. Collateral may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company maintains a reserve for the risk inherent in unfunded lending commitments, which is included in other liabilities in the consolidated balance sheets.

 

Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to customers. The amount of collateral obtained, if deemed necessary, to secure the customer’s performance under certain letters of credit is based on management’s credit evaluation of the customer.

 

The following table presents the off-balance sheet financial instruments as of the dates indicated:

 

  

December 31,

 
  

2025

  

2024

 

(Amounts in thousands)

        

Commitments to extend credit

 $263,912  $252,225 

Standby letters of credit and financial guarantees(1)

  127,073   125,561 

Total off-balance sheet risk

 $390,985  $377,786 

 


(1)

Includes FHLB letters of credit

 

 

Note 20. Regulatory Requirements and Restrictions 

 

The Company and the Bank are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, which applies only to the Bank, the Bank must meet specific capital guidelines that involve quantitative measures of the entity’s balance sheet assets and off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. In addition, the Company and the Bank are subject to various regulatory restrictions related to the payment of dividends, including requirements to maintain capital at or above regulatory minimums.

 

The current risk-based capital requirements, based on the international capital standards known as Basel III, requires the Company and the Bank to maintain minimum amounts and ratios of Common Equity Tier 1 capital, Tier 1 capital, and total capital to risk-weighted assets, and of Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”), as defined in the regulations.  Basel III’s capital conservation buffer (“CCB”), which is intended to absorb losses during periods of economic stress, increased those minimum ratios by 2.5% on January 1, 2019.

 

82

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following tables present actual and required capital ratios, under Basel III capital rules, as of the dates indicated:

 

  

December 31, 2025

 
  

Actual

  Minimum Basel III Requirement  Minimum Basel III Requirement - with CCB  Well Capitalized Requirement(1) 

(Amounts in thousands)

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

The Company

                                

Common equity Tier 1 ratio

 $353,018   16.10% $98,698   4.50% $153,531   7.00%  N/A   N/A 

Tier 1 risk-based capital ratio

  353,018   16.10%  131,598   6.00%  186,430   8.50%  N/A   N/A 

Total risk-based capital ratio

  380,479   17.35%  175,464   8.00%  230,296   10.50%  N/A   N/A 

Tier 1 Leverage ratio

  353,018   11.44%  123,469   4.00%  123,469   4.00%  N/A   N/A 
                                 

The Bank

                                

Common equity Tier 1 ratio

 $317,100   14.46% $98,696   4.50% $153,526   7.00% $142,560   6.50%

Tier 1 risk-based capital ratio

  317,100   14.46%  131,594   6.00%  186,425   8.50%  175,459   8.00%

Total risk-based capital ratio

  344,561   15.71%  175,459   8.00%  230,290   10.50%  219,324   10.00%

Tier 1 Leverage ratio

  317,100   10.38%  122,200   4.00%  122,200   4.00%  152,750   5.00%

 


(1)

Based on prompt corrective action provisions

 

  

December 31, 2024

 
  

Actual

  Minimum Basel III Requirement  Minimum Basel III Requirement - with CCB  Well Capitalized Requirement(1) 

(Amounts in thousands)

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

The Company

                                

Common equity Tier 1 ratio

 $380,602   16.75% $102,277   4.50% $159,097   7.00%  N/A   N/A 

Tier 1 risk-based capital ratio

  380,602   16.75%  136,369   6.00%  193,190   8.50%  N/A   N/A 

Total risk-based capital ratio

  409,096   18.00%  181,826   8.00%  238,646   10.50%  N/A   N/A 

Tier 1 Leverage ratio

  380,602   12.25%  124,267   4.00%  N/A   N/A   N/A   N/A 
                                 

The Bank

                                

Common equity Tier 1 ratio

 $315,006   13.89% $102,025   4.50% $158,705   7.00% $147,369   6.50%

Tier 1 risk-based capital ratio

  315,006   13.89%  136,003   6.00%  192,713   8.50%  181,377   8.00%

Total risk-based capital ratio

  343,430   15.15%  181,377   8.00%  238,058   10.50%  226,722   10.00%

Tier 1 Leverage ratio

  315,006   10.32%  122,092   4.00%  N/A   N/A   152,615   5.00%

 


(1)

Based on prompt corrective action provisions

 

 

Note 21. Segment Information

 

The Company conducts its business activities through community banking. Community banking revolves around serving the community and customers where the bank has branches and offices. Community banking consists of commercial and consumer banking, lending activities, and wealth management.

 

The Company’s chief executive officer is in charge of allocating the Company’s resources and assessing the Company's performance, and as such, has been identified as the chief operating decision maker. The chief operating decision maker regularly reviews a multitude of reports that have a varying level of combined detail on products offered, however, all of the information and activity reviewed fall under the definition of community banking.

 

Based on the business activities and information reviewed by the chief operating decision maker, the Company has one reportable segment - Community Banking.

 

The accounting policies of the community banking segment are the same as those for the Company described in Note 1. In accordance with ASC 280, the Company has concluded that consolidated net income is the measure of segment profit or loss that is required to be reported because it is the measure determined in accordance with measurement principles that are most consistent with US GAAP. As the Company only has one reportable segment, total segment net income and total segment assets are equivalent to the results disclosed in the accompanying Consolidated Statements of Income and Consolidated Balance Sheets, respectively

 

 

83

 
 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 22. Parent Company Financial Information 

 

The following tables present condensed financial information for the parent company, First Community Bankshares, Inc., as of and for the dates indicated:

 

  

CONDENSED BALANCE SHEETS

 
  

December 31,

 

(Amounts in thousands)

 

2025

  

2024

 

Assets

        

Cash and due from banks

 $36,952  $3,952 

Securities available for sale

  10,929   55,768 

Investment in subsidiaries

  464,626   460,789 

Other assets

  6,597   6,166 

Total assets

 $519,104  $526,675 
         

Liabilities

        

Other liabilities

 $242  $283 

Dividend Payable

  18,315   - 

Total liabilities

  18,557   283 
         

Stockholders' equity

        

Common stock

  18,335   18,322 

Additional paid-in capital

  170,358   169,752 

Retained earnings

  319,368   349,489 

Accumulated other comprehensive loss

  (7,514)  (11,171)

Total stockholders' equity

  500,547   526,392 

Total liabilities and stockholders' equity

 $519,104  $526,675 

 

84

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

  

CONDENSED STATEMENTS OF INCOME

 
  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(Amounts in thousands)

            

Cash dividends received from subsidiary bank

 $49,500  $50,800  $45,700 

Other income

  1,498   2,432   1,397 

Other operating expense

  2,715   1,859   1,524 

Income before income taxes and equity in undistributed net income of subsidiaries

  48,283   51,373   45,573 

Income tax benefit

  (333)  50   (41)

Income before equity in undistributed net income of subsidiaries

  48,616   51,323   45,614 

Equity in of undistributed net income of subsidiaries

  178   281   2,406 

Net income

 $48,794  $51,604  $48,020 

 

  

CONDENSED STATEMENTS OF CASH FLOWS

 
  

Year Ended December 31,

 

(Amounts in thousands)

 

2025

  

2024

  

2023

 

Operating activities

            

Net income

 $48,794  $51,604  $48,020 

Adjustments to reconcile net income to net cash provided by operating activities

            

Net change in other operating activities

  (1,504)  (1,818)  (3,275)

Net cash provided by operating activities

  47,290   49,786   44,745 

Investing activities

            

Purchase of investment securities

  (73,809)  (109,979)  (69,469)

Proceeds from maturities, calls, sales of investment securities

  119,500   77,750   65,250 

Dividends in excess of undistributed net income of subsidiaries

  -   -   - 

Net cash (used) provided by investing activities

  45,691   (32,229)  (4,219)

Financing activities

            

Proceeds from issuance of common stock

  248   1,410   91 

Payments for repurchase of common stock

  (1,851)  (8,717)  (23,038)

Payments of common dividends

  (60,600)  (22,017)  (21,089)

Net change in other financing activities

  2,222   1,038   1,203 

Net cash used by financing activities

  (59,981)  (28,286)  (42,833)

Cash and cash equivalents increase (decrease)

  33,000   (10,729)  (2,307)

Cash and cash equivalents at carrying value at beginning of period

  3,952   14,681   16,988 

Cash and cash equivalents at carrying value at end of period

 $36,952  $3,952  $14,681 

 

 

Note 23. Quarterly Financial Data (Unaudited)

 

The following tables present selected financial data for the periods indicated:

 

  

Year Ended December 31, 2025

 
  

First

  

Second

  

Third

  

Fourth

 
  

Quarter

  

Quarter

  

Quarter

  

Quarter

 

(Amounts in thousands, except share and per share data)

                

Interest income

 $35,169  $35,388  $35,699  $36,279 

Interest expense

  4,871   4,731   4,402   3,918 

Net interest income

  30,298   30,657   31,297   32,361 

Provision for credit losses

  321   (285)  -   36 

Net interest income after provision

  29,977   30,942   31,297   32,325 

Noninterest income, excluding net loss on sale of securities

  10,229   10,340   10,889   11,429 

Noninterest expense

  24,944   25,455   26,279   27,625 

Income before income taxes

  15,262   15,827   15,907   16,129 

Income tax expense

  3,444   3,581   3,641   3,665 

Net income

 $11,818  $12,246  $12,266  $12,464 
                 

Basic earnings per common share

 $0.64  $0.67  $0.67  $0.68 

Diluted earnings per common share

  0.64   0.67   0.67   0.68 

Dividends per common share

  0.31   0.31   0.31   0.31 

Special Dividends per common share

  2.07   -   -   1.00 
                 

Weighted average basic shares outstanding

  18,324,760   18,295,465   18,314,865   18,315,268 

Weighted average diluted shares outstanding

  18,451,321   18,400,793   18,400,289   18,390,550 

 

85

 

FIRST COMMUNITY BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

  

Year Ended December 31, 2024

 
  

First

  

Second

  

Third

  

Fourth

 
  

Quarter

  

Quarter

  

Quarter

  

Quarter

 

(Amounts in thousands, except share and per share data)

                

Interest income

 $36,029  $36,789  $36,892  $36,432 

Interest expense

  4,400   4,877   5,298   5,099 

Net interest income

  31,629   31,912   31,594   31,333 

Recovery of credit losses

  1,011   144   1,360   1,082 

Net interest income after provision

  30,618   31,768   30,234   30,251 

Noninterest income, excluding net loss on sale of securities

  9,259   9,342   10,452   10,337 

Noninterest expense

  23,386   24,897   24,177   24,107 

Income before income taxes

  16,491   16,213   16,509   16,481 

Income tax expense

  3,646   3,527   3,476   3,441 

Net income

 $12,845  $12,686  $13,033  $13,040 
                 

Basic earnings per common share

 $0.70  $0.69  $0.71  $0.71 

Diluted earnings per common share

  0.71   0.71   0.71   0.71 

Dividends per common share

  0.29   0.29   0.31   0.31 
                 

Weighted average basic shares outstanding

  18,476,128   18,343,958   18,279,612   18,299,612 

Weighted average diluted shares outstanding

  18,545,910   18,409,876   18,371,907   18,418,441 

 

86

 
 
Note 24 .  Subsequent Events
 
On January 23, 2026, the Company completed its previously announced merger (the “Merger”) with Hometown Bancshares, Inc. a West Virginia corporation headquartered in Middlebourne, West Virginia (“Hometown”), pursuant to an Agreement and Plan of Merger (the “Agreement”) dated July 19, 2025, by and between the company and Hometown.  At the Effective Time, Hometown merged with and into the Company, with the Company as the surviving corporation in the Merger.

 

Immediately following the Merger, Union Bank, Inc., a wholly-owned subsidiary of Hometown, merged with and into First Community Bank, a wholly-owned subsidiary of the Company (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank Merger.

 

Pursuant to the Agreement, each outstanding share of common stock of Hometown was converted into the right to receive 11.706 shares (the “Exchange Ratio”) of the Company's common stock, par value $1.00 per share, plus cash, without interest, in lieu of fractional shares.  In connection with the transaction, the Company issued 1,029,314 common shares and paid $1,384.96 in cash in lieu of issuing 41.404 fractional shares.

 

At the end of 2025, Hometown had total assets of approximately $415 million, loans of $172 million and deposits of $376 million.  The transaction will be accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged will be recorded at their preliminary estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition. The Company incurred $2.91 million of merger expense in 2025, with the costs being primarily related to data conversion, investment banking fees, and legal fees.  

 
 
87

 

crowelogo.jpg
Crowe LLP
Independent Member Crowe Global 
 

 

- Report of Independent Registered Public Accounting Firm -

 

 

Stockholders and the Board of Directors of First Community Bankshares, Inc.

Bluefield, Virginia

 

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of First Community Bankshares, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Basis for Opinions

 

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

88

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Allowance and Provision for Credit Losses on Loans Discounted Cash Flow

 

As more fully described in Notes 1, 4, 5 and 6 of the financial statements, the allowance for credit losses (the “ACL”) is an accounting estimate of the expected credit losses in the loans held for investment portfolio. Expected credit losses are measured on a collective (pooled) basis for financial assets with similar risk characteristics. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. For collectively evaluated loans, the Company uses a combination of discounted cash flow model, which includes the use of probability of default and loss given default assumptions, and open pool model to estimate expected credit losses. For the majority of the segments of collectively evaluated loans, the Company incorporated at least one macroeconomic driver using a statistical regression. In addition, the Company considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process.

 

89

 

We identified auditing the ACL’s discounted cash flow model as a critical audit matter because of the extent of auditor judgment applied and significant audit effort, with the need to use our valuation specialists, to evaluate the high degree of judgments made by management related to the determination of the probability of default and loss given default (“the significant model assumptions”) within the discounted cash flow method for certain collectively evaluated loan segments.

 

The primary procedures performed to address the critical audit matter included:

 

Testing the effectiveness of internal controls over:

 

The Company’s evaluation of the ACL calculation, including the reasonableness of the significant model assumptions and judgments within the discounted cash flow model.

 

The Company’s evaluation of the relevance and reliability of data used in the discounted cash flow model of the ACL calculation.

 

Substantively testing management’s estimate, which included:

 

Evaluation of the appropriateness of the ACL calculation, including the reasonableness of the significant model assumptions and the application of data within the significant model assumptions used in the discounted cash flow model, with assistance of our valuation specialists.

 

Evaluation of the relevance and reliability of data used to develop the discounted cash flow model of the ACL calculation.

 

/s/ Crowe LLP

 

We have served as the Company's auditor since 2023.

 

Washington, D.C.

March 6, 2026

 

90

 

 

- Management’s Assessment of Internal Control over Financial Reporting -

 

First Community Bankshares, Inc. (the “Company”) is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. The consolidated financial statements and notes included in this Annual Report on Form 10-K have been prepared in conformity with U.S. generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.

 

We, as management of the Company, are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with U.S. generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

 

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that its system of internal control over financial reporting was effective as of December 31, 2025.

 

Crowe, LLP, independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal control over financial reporting as of  December 31, 2025. The Report of Independent Registered Public Accounting Firm, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of   December 31, 2025, appears hereafter in Item 8 of this Annual Report on  Form 10-K.

 

 

Dated this 6th day March of  2026.

 

 

/s/ William P. Stafford, II

 

/s/ David D. Brown

     

William P. Stafford, II

 

David D. Brown

Chief Executive Officer

 

Chief Financial Officer

 

 

91

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A.

Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are our Company’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

 

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’s override of the controls.

 

Changes in Internal Control over Financial Reporting

 

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management's Report on Internal Controls over Financial Reporting

 

Management's report on the Company's internal control over financial reporting and the attestation report of Crowe, LLP,  the Company's independent registered public accounting firm, on internal control over financial reporting are under the headings “Management's Assessment of Internal Control over Financial Reporting,” and “Report of Independent Registered Public Accounting Firm,” in Item 8 of this report and are incorporated in this Item 9A by reference.

 

Item 9B.

Other Information.

 

During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

 

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

None.

 

92

 

PART III

  

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

Additional Information

 

Additional information required in this item is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2026, (“2026 Annual Meeting”) under the headings “Proposal 1: Election of Directors,” “Director Nominees for the Class of 2029.,” “Incumbent Directors,” “Non-Director Named Executive Officers,” and "Other Key Officers," and under the captions “Board Committees,” and “Delinquent Section 16(a) Reports.” 

 

Our Standards of Conduct apply to all directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Standards of Conduct are available on the Investor Relations section of our website at www.firstcommunitybank.com. There have been no waivers of the Standards of Conduct for any officer.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors since the disclosure in our Proxy Statement filed with the SEC on March 10, 2025.

 

The Company adopted an Insider Trading Policy on January 23, 2024, a copy of which is available on the Investor Relations section of our website at www.firstcommunitybank.com and included as Exhibit 19.1 to this Form 10-K. 

 

 

Item 11.

Executive Compensation.

 

The information required in this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting under the caption, “Board Committees,” and under the headings, “Compensation Discussion and Analysis,” “Director Compensation,” and “Pay Ratio Disclosure.”

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table provides information about compensation plans under which our equity securities are authorized for issuance as of December 31, 2025: 

 

Plan category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

   

Weighted-average exercise price of outstanding options, warrants and rights

   

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)

 
   

(a)

   

(b)

   

(c)

 

Equity compensation plans approved by security holders(1)

    240,389     $ 35.09       758,476  

Equity compensation plans not approved by security holders(2)

    11,451     $ 26.21        

Total

    251,840               758,476  

 


(1) Includes the 2022 Omnibus Equity Compensation Plan and 2012 Omnibus Equity Compensation Plan

(2) Includes the 1999 Stock Option Plan

(3) Shares are available for future issuance under the 2022 Omnibus Equity Compensation Plan.

 

Additional information required in this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting under the caption “Information on Stock Ownership.”

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

 

The information required in this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting under the caption “Independence of Directors” and “Related Person/Party Transactions.”

 

 

Item 14.

Principal Accounting Fees and Services.

 

The Independent Registered Public Accounting Firm is Crowe LLP (PCAOB Firm ID No.173) located in Washington, District of Columbia.  The information required by this item is incorporated by reference to our Proxy Statement for 2026 Annual Meeting under the heading, "Independent Registered Public Accounting Firm".

 

    

93

 

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules.

 

(a)

Documents Filed as Part of this Report

 

 

(1)

Financial Statements

 

The financial statements required in this item are incorporated by reference to Item 8, “Financial Statements and Supplementary Data,” in Part II of this report.

 

 

(2)

Financial Statement Schedules

 

The schedules required in this item are omitted because they are not applicable or the required information is included in the consolidated financial statements or related notes.

 

 

(3)

Exhibits

 

Exhibit

No.

 

 

Exhibit

2.1

Agreement and Plan of Reincorporation and Merger between First Community Bancshares, Inc. and First Community Bankshares, Inc., incorporated by reference to Appendix A of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018

2.3 Agreement and Plan of Merger between First Community Bankshares, Inc. and Hometown Bancshares, Inc. by reference to Exhibit 2.1 of the Current Report on Form 8-K dated July 19, 2025 and filed July 21, 2025.

3.1

Articles of Incorporation of First Community Bankshares, Inc., incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018

3.2

Bylaws of First Community Bankshares, Inc., incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K dated and filed October 2, 2018

4.1

Description of First Community Bankshares, Inc. Common Stock, incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated and filed October 2, 2018

4.2 Form of First Community Bankshares, Inc. Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K dated and filed October 2, 2018.

10.1.1**

First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.1.2**

Amendment One to the First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed on May 7, 2004

10.1.7** First Community Bankshares Executive Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 of the current Report on Form 8-K filed May 31, 2022

10.2**

First Community Bancshares, Inc. 1999 Stock Option Agreement, incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.6**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2012, filed on March 7, 2012

10.7**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan Restricted Stock Grant Agreement, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated and filed May 28, 2013

10.8**

First Community Bancshares, Inc. Life Insurance Endorsement Method Split Dollar Plan and Agreement, incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.9.1**

First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 30, 2008, filed on January 5, 2009.

10.9.2**

Amendment #1 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010

10.9.3**

Amendment #2 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013

10.9.4**

Amendment #3 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.9.5**

Amendment #4 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.9.6** Amendment #5 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.9.6 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022.
10.9.7** Amendment #6 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.9.7 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022.

 

94

 

10.10**

Amended and Restated Deferred Compensation Plan for Directors of First Community Bancshares, Inc. and Affiliates, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2019, and filed December 19, 2019.

10.11.1**

First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.11.2**

Amendment #2 to the First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.12.1**

First Community Bankshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.12.2**

Amendment #2 to the First Community Bankshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.12.3** Amendment #3 to the First Community Bankshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.12.3 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022.
10.12.4** Amendment #4 to the First Community Bankshares, Inc Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.12.4 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022.

10.13**

Amended and Restated Employment Agreements between First Community Bankshares, Inc. and William P. Stafford, II, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on August 27, 2024.

10.14** Amended and Restated Employment Agreements between First Community Bankshares, Inc. and Gary R. Mills, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on August 27, 2024.

10.15**

Amended and Restated Employment Agreements between First Community Bankshares, Inc. and David D. Brown, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated and filed on August 27, 2024.

10.16**

Amended and Restated Employment Agreements between First Community Bankshares, Inc. and Jason R. Belcher, incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K dated and filed on August 27, 2024.

10.17** Amended and Restated Employment Agreements between First Community Bankshares, Inc. and Sarah W. Harmon, incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K dated and filed on August 27, 2024.
10.18** First Community Bankshares, Inc. 2022 Omnibus Equity Compensation Plan incorporated by reference to Exhibit 99.a of the Definitive Proxy Statement on Form DEF 14A dated April 26, 2022, filed on March 16, 2022.
10.19** Amended Nonqualified Deferred Compensation Plan and Adoption Agreement, incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K for the period ended December 31, 2024, filed on March 7, 2025.
19.1 First Community Bankshares, Inc. Insider Trading Policy, incorporated by reference to Exhibit 19.1 of the Annual Report on Form 10-K for the period ended December 31, 2024, filed on March 7, 2025.

21*

Subsidiaries of the Registrant

23.1*

Consent of Crowe, LLP Independent Registered Public Accounting Firm for First Community Bankshares, Inc.

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1
First Community Bankshares, Inc. Compensation Recoupment Policy incorporated by reference as Exhibit 97.1 of the Annual Report on Form 10-K for the period ended December 31, 2023, filed on March 8, 2024.

101***

Inline interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; and (vi) Notes to Consolidated Financial Statements

104 The cover page of First Community Bankshares, Inc. Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).

 

*

Filed herewith

**

Indicates a management contract or compensation plan or agreement. 

***

Submitted electronically herewith

 

 

(b)

Exhibits 

See Exhibit index included in Item 15(a)(3) of this Annual Report on Form 10-K..

 

(c)

Financial Statement Schedules

See Item 15(a)(2) of this Annual Report on Form 10-K.

   

Item 16.

Form 10-K Summary.

  None.
95

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 6th day of March, 2026.

 

First Community Bankshares, Inc.

(Registrant)

 

By:

/s/ William P. Stafford, II

 

By:

/s/ David D. Brown

         
 

William P. Stafford, II

   

David D. Brown

 

Chief Executive Officer

(Principal Executive Officer)

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

         

/s/ William P. Stafford, II

 

Chairman and Chief Executive Officer and Director

  March 6, 2026

William P. Stafford, II

       
         

/s/ David D. Brown

 

Chief Financial Officer

  March 6, 2026

David D. Brown

       
         

/s/ Gary R. Mills

 

President and Director

  March 6, 2026

Gary R. Mills

       
         

/s/ C. William Davis

 

Director

  March 6, 2026

C. William Davis

       
         

/s/ Harriet B. Price

 

Director

  March 6, 2026

Harriet B. Price

       
         
/s/ Beth A. Taylor   Director   March 6, 2026
Beth A. Taylor        
         
/s/ M. Adam Sarver   Director   March 6, 2026
M. Adam Sarver        
         
         
         
         
         
         

 

 

96